THE AMENDED CONSTITUTION AND BYLAWS

                                                           OF THE

                        PHILNABANK EMPLOYEES ASSOCIATION (PEMA)

                                             TABLE OF CONTENTS

PREAMBLE

We, the employees of the Philippine National Bank, recognizing the immeasurable value and dignity of the Filipino worker who is endowed with the inalienable rights to a life worthy of human dignity, to work according to his free choice of employment with just and favorable remuneration, and to form or join a Trade Union for the protection of his interest;

Subscribing in the principles of democracy, to the Universal Declaration of Human Rights and to the principles and objectives expressed in the Philippine Constitution, and convinced that the rights of association and collective bargaining, and the precepts of economic and industrial democracy must be explicitly recognized and translated into meaningful and tangible benefits for the working people;

In order to consolidate the influence and power of the employees and build up a strong and united front for the promotion and protection of their rights and interest;

In order to advance economic democracy so that employees shall get a fair and equitable share in the fruits of their labor;

In order to further industrial democracy to enable the employees to assert their prerogatives into the decision-making process affecting their rights, interest and welfare;

In order to promote the cultural transformation to effect changes covering the personal, gender and societal concerns of the employees, and,

Having organized ourselves into a trade union in the lawful exercise of our  right to associate freely, imploring the aid of Divine Providence, do hear by  ordain and promulgate this Constitution and By-Laws.

DECLARATION OF PRINCIPLES

Being committed to building up a free and democratic trade union with a strong reputation for integrity, service and achievement that result from worthy union principles, a wealth of tested values, organization probity, and deep abiding concern for the working people, we do hereby affirm our belief in:

1. The principle of strong, free and democratic unionism under the protective mantle of the Philippine Constitution and pro-worker statutes as a means of promoting social justice and ensuring our well-being and economic security in a democratic society.

2. The recognition that Union office is imbued with public trust.

3. The inevitability of the success of the employees or workers once organized in obtaining for themselves through their union a better quality of life, equitable employment entitlements and improved standards of works.

4. The promotion of workers right and he enlargement of their privilege and benefits under the precepts of security, peace, and economic and social justice.

5. Industrial democracy as an inherent outgrowth of the commitment of the government and the country to a democratic principles and processes.

6. The partnership of labor and capital, employees and employer as a requirement for genuine industrial peace.

7. The cooperation of all segments of society for the attainment of welfare society and the achievement of national goals.

8. The international brotherhood of all workers from all countries through camaraderie and reciprocity with the Filipino workers in the spirits of solidarity.

9. The establishment of a new world order that:

• Promotes the fundamental rights of all people.
• Guarantees human rights and workers rights.
• Integrates social dimensions into economic development.
• Enhances the dignity and status of people from all walks of life including the workers.
• Protects the people from all forms of degradation, deprivation and exploitation.
• Is committed to building a society that will improve the people’s living and working standards; and,
• Advances the intellectual, normal, moral, cultural and physical development of the people as human being so that they can be useful citizens of their country in particular and in the world in general. For then and only then we can truly say that we live in a well-founded and righteous society with full guarantee of freedom, democracy, security and justice for one and all.

ARTICLE I

NAME AND PRINCIPAL OFFICE

• The recognized Union shall be known as the Philnabank Employees Association (PEMA), duly certified as the sole and exclusive bargaining agent of the rank and file employees of the Philippine National Bank (PNB), organized, registered and existing under Philippine laws.

• The principle office of the Union shall be situated at the Head Office of the Philippine National Bank, Financial Center, Pres. Diosdado Macapagal Boulevard, Pasay City, Metro Manila, Philippines.

ARTICLE II

AIMS AND OBJECTIVES

• The Union shall have the following aims and objectives:

• To promote cohesive, potent and effective trade union of the Philippine National Bank (PNB) employees for the purpose of consolidating their influence and strength, thereby enhancing their capacity to protect their rights and interest;
• To represent the continuing and collective will of the members, as they relate themselves with their employer, colleagues, and other workers in the industry, other sectors, government, and with the society in general;
• To push for more explicit recognition of human, workers, and union rights through a united, free and democratic trade union movement;
• To provide for a medium by which the members can balance and cope with the stronger economic and political power of employer, by introducing amiable working relationship;
• To advance industrial democracy which provide for a democratic mechanism for the effective and meaningful participation of the members in the decision-making process on matter affecting their right, interest and welfare;
• To achieve better quality of members’ life by promoting higher wage policy, better working environment and standards, social and economic justice, for the dignity of workers;
• To help secure jobs for the members with all necessary insurance, security, protection and equitable entitlements that will enable the members to push for a meaningful collective bargaining and industrial representation;
• To undertake welfare programs designed to promote the material, social and cultural welfare of the members and their families;

• To build strong and united front to collectively respond to the challenging realities arising from labor disputed, and provide for a mechanism for redressing grievances with the necessary support and legal assistance to the members;
• To develop better informed, enlightened, responsible and vigilant membership by conducting and supporting workers education programs, and to implement training courses designed to equip existing and future union leaders with the knowledge and skills they need to effectively represent the members and to efficiently carry out their responsibilities in the union;
• To improve efficiency in the service and enhance productivity aimed at fostering harmonious, complementary and progressive working relationships between the employees and employer in the spirit of industrial peace;
• To promote solidarity and camaraderie among all workers in the country and around the world, to lend support and cooperation to one another, to effectively meet the challenges facing the Trade Union Movement; and,
• To do all that is necessary to give effect to the forgoing aims and objectives further the establishment of the new world order.

ARTICLE III

MEMBERSHIP

• The members of the Union shall consist of all covered rank and file employees of Philippine National Bank.

• All rank-and-file employees of the Philippine National Bank who subscribe to the objectives of the Union, not otherwise disqualified by law are eligible for membership in the Union, regardless of race, gender, nationality, religion, political belief and affiliation.

• An employee who attains regular/permanent status and who occupies a position included within the bargaining unit shall be required to join or become a member of the Union within thirty (30) days after regularization, and shall maintain his or her membership in good standing with the Union as one of the conditions of said employee’s continued employment with the Bank.

• All new qualified member of the Union shall pay a One-Time membership fee of Two Hundred (P200) pesos including the required monthly dues to be assessed thru payroll deduction immediately after his/her regularization.

• The National Executive Board shall keep and maintain an up-to-date Register of Membership containing other particulars such as their date of membership, reason for cessation of membership.

• Any rank-and-file employee who unintentionally fails to submit his/her mandatory Union membership despite attaining permanent status of his/her employment will be assessed his/her entire arrearages from the lump-sum benefit received from the concluded Collective Bargaining Agreement without need of notice or demand.

ARTICLE IV

DUES, FEES, FUNDS AND ASSESSMENT

• The Union dues payable by every member shall be as follows:

• The National Executive Board shall have the power to revise the existing union dues structure if the operational requirements of the Union necessitates, provided that any decision to increase can only be passed upon by a Board Resolution of all members of the National Executive Board in a meeting specifically called for the purpose, provided further that it should be automatically presented and ratified by a simple majority vote of National Congress, and finally, such amendment to increase Union Dues should be registered with the Department of Labor and Employment before taking effect.

• (A) Any member who is in arrears and intentionally refuses to pay the Special assessment and other levies duly passed and ratified pursuant to Sec. 2 of this Article shall be dealt with appropriate courses as follows:

• 1^st Offense – not entitled to any Union benefits until compliance.
• 2^nd Offense – suspension of membership for one (1) year.
• 3^rd Offense – Termination of membership

(B) In violation of Sec. 2 (d) Article VI, a member who refuses to attend without justifiable reasons, union meetings and other union activities despite proper summons and/ or lawful orders, shall be penalized, without prejudice to any collection efforts of monetary liability the Union had incurred for his/her intended attendance, as follows:

• 1^st Offense – P300
• 2^nd Offense – P500
• 3^rd Offense – One (1) year suspension of membership with P1,000 penalty.
• 4^th Offense – Termination of membership

• The member so terminated or suspended in line with Section 3 of the preceding Article may appeal to the National Executive Board for reinstatement of membership in the Union without any break in continuity thereof provided that a notice of appeal in writing together with a tender of payment of levies and/or special assessments is made within 2 months of so being suspended or terminated. The decision of the National Executive Board shall be final and executory upon the lapse of fifteen (15) days from the receipt of the decision.

ARTICLE V

SUSPENSION, EXPULSION AND WITHDRAWAL OF MEMBERSHIP

• The National Executive Board shall have the power to suspend the benefit or expel from membership, any member who in its judgment, after due notice and hearing, is guilty of any conduct or behavior on the following offenses:

1. Disloyalty including:
   1. Joining the Union to propagate and pursue an ideology contrary to its principles, aims and objectives;
   2. Evident intent and purpose to weaken the Union by creating or abetting dissension among the numbers;

• Joining the Union with ulterior motive of self aggrandizement, and

1. Any acts of misrepresentation or misappropriation which will cause damage to the Union and/or its officers.

1. Non-payment of financial obligations to the Union in accordance with provisions of the preceding Article.

• Refusal without justification to heed the legitimate notices, summons, and orders of the governing bodies, committees or officers of the Union as may have been authorized to issue the same;

1. Any act of physical violence inflicted or threat of coercion or intimidation upon an officer of the Union by reason of his office;
2. Any acts which are considered criminal in nature whether as principal or as an accessory that causes to dishonor, discredit, and defame the person and dignity of any Union officer by publishing in whatever manner libelous articles or posts in any fora of communication including but not limited to facebook, internet, twitter, and other social media network sites; and,
3. Conviction of crime involving moral turpitude.

ARTICLE VI

RIGHTS AND DUTIES OF MEMBERS

• All members shall have the right:

• To choose by secret ballot the people best suited to run the Union and be elected for any elective-office;
• To examine and inspect the books of accounts, and other records of the Union at any time during reasonable working hours of any working day, upon request in writing;
• To seek through the Union redress of grievances arising from any labor disputes;
• To receive reports on the State of the Union;
• To decide and vote on the question of amendments to the Constitution and By-Laws of the Union whenever applicable, the declaration of strike, and such other matters which are major importance but do not involve acts of administration; and
• To avail of and enjoy the benefits, privileges and services provided by the Union to its member.

• The duties and responsibilities of the members are:

• To obey and defend the Constitution and By-Laws of the Union;
• To pay the monthly dues, membership fees, fines and other special assessments herein authorized by a general membership resolution and individual check-off authorization pursuant to the provisions of Article 241 (n) and (o) of the Labor Code, as they become due and deductible to whatever entitled benefits the members may gain out of any concluded Agreements the Union and the Bank may possibly entered into within reasonable time;

• To report to proper Union authorities any act of oppression, abuses, dereliction of duty, and analogous acts, of any officer or member of the Union;
• To obey all lawful orders, summons notices of the governing bodies or officers of the Union who are duly authorize to issue the same;
• To observe the rules and regulations adopted by the Union; and,
• To perform such other duties and responsibilities as required by existing laws.

• Section 3. A petition to conduct a referendum on specific issues affecting the Union may be filed by at least 25% of the total membership.

• Section 4. In relation to Section 3, the National Executive Board with a least two-third (2/3) votes, may or may not give due course to the said petition for referendum.

ARTICLE VII

CONSTITUTION AND GOVERNMENT

• Section 1. The supreme authority of the Union shall be vested in the National Congress.

• Section 2. Subject to supreme authority, the Union shall be governed and administered by the National Executive Board in the periods between Congress, and shall be chaired by the President.

• Section 3. The membership of the Union shall be organized into regional areas, the main division of the organization, according to regional localities as follows:

Area 1 – Head Office Division/Department

Area 2 – Metro Manila Branches

Area 3 – Luzon Branches

Area 4 – Visayas Branches

Area 5 – Mindanao Branches

• For the administration of each regional area, there shall be a duly elected Regional Director, except Area 1, where two (2) Regional Directors shall be elected.

• Section 4. The member comprising each Regional Areas shall be further organized into Local Council, the basic unit of the Union, according to their places of work, i.e., branch offices, division / departments, agencies and other offices of PNB.

• Each Local Council shall be chaired by the duly appointed / elected Shop Steward who shall manage its affairs.

• Section 5. The general policies, resolution, motions and proposals adopted by the Union shall be in accordance with this Constitution and By-Laws and shall be carried out by the National Executive Board and the Local Councils.

ARTICLE VIII

THE NATIONAL CONGRESS

• Section 1. The National Congress shall be convened by intervals of two (2) or three (3) years, prior to a CBA Negotiation, on the date and place to be designated by the National Executive Board. The notice and proposed agenda of the Congress shall be sent to each Local Council of the Union not later than sixty (60) days before the intended date of Convention.

• Section 2. The President shall function as Presiding Officer of the National Congress and the members of the National Executive Board as its Standing Committee which shall adopt and issue the rules and regulations governing the conduct of the Congress.

• Section 3. The National Congress shall have the following jurisdiction:

• To decided, adopt and vote for the general policies of the Union including any amendments to this Constitution and By-Laws;
• To consider and decide all question of the policy or matter pertaining to the interest and welfare of the members;
• To receive and discuss reports from the National Executive Board or any officer of the Union including the President’s report on the State of the Union, financial report and reports on activities, programs and projects of the Union;
• To review and/or evaluate the operation of the Union during the past years as well as the programs and projects being implemented or as submitted by the National Executive Board;
• To deliberate and decide on matters forwarded for the agenda by the members;
• To deliberate and decide matters of Appeal forwarded for Agenda by the NEB for National Congress to hand-down a Decision which in effect, is final and executory, and,
• To fix dues and fees of the Union.

• Section 4. The Congress shall consist of the members of National Executive Board, the appointed Regional Action Men/Ladies and the Shop Stewards, or in his/her absences the duly appointed delegate from each Regional Areas that shall form its quorum, subject to the approval of the National Executive Board on the inclusion and the number of delegates required to meet the quorum requirement.

• Section 5. The National Executive Board may appoint other delegates from members of the Union in good standing for the purpose of meeting the quorum requirement only. The names of the appointed delegates shall be submitted to Congress Secretariat for accreditation at least ten (10) days before the intended date of Convention.

• Section 6. Each delegate shall be entitled to one vote when vote is taken, decision shall be by a simple majority. In the case of equal votes, the motion is lost.

• Section 7. The quorum of National Congress shall be by simple majority of the officers and the number of delegates.

• Section 8. The expenses of the National Convention shall be sourced from the Convention Fund the Union had allocated, however, the National Executive Board shall have the discretion to source funds from other fund account of the Union or may assess a fee of such amount from the general membership as the Board may deemed fit to augment the National Convention

• Section 9. The Standing Order Committee shall be constituted by the President to formulate and implement the rules and regulations to promote the smooth running of the Congress business which shall be biding. In the case of any conflict, they shall become operative following their approval by a simple majority vote of Congress.

• A Special Congress may be convened:

• Whenever it is deemed necessary and endorsed by a two-thirds (2/3) majority decision of the National Executive Board; or,
• At the request in writing of at least seventy five (75) percent of the total membership of the Union.
• A Special Congress shall be convened on a date within six (6) months from the date of approval and it shall deal only with business for which it is convened.

• The Special Congress shall be governed by the rules and regulations applying to the National Congress.

ARTICLE IX

THE NATIONAL EXECUTIVE BOARD

• Section 1. The government of the Union in periods between National Congresses shall be vested in the National Executive Board composed of the five (5) Executive Officers and six (6) Regional Directors and shall be primarily responsible for the conduct of the business and administration of the Union in accordance with the mandate they were elected for.

• Section 2. The National Executive Board shall be composed of:

• The President;
• The Vice President;
• The Secretary;
• The Treasurer; and
• The Internal Auditor

All of whom shall be known as the Executive Officers of the Union and who shall be elected by a secret ballot vote by all the members in a nationwide union election as provided for in Article XV.

          AND

Six (6) Regional Directors who shall be elected by a secret ballot vote by the members of their respective regional areas which they represent as provided for in Article VII and XV.

• Section 3. The members of the National Executive Board shall hold office for a term of five (5) years to start at the first banking day of February to end at the last banking day of January, every five (5) years thereafter until their successors have been duly elected and qualified.

• Section 4. The succession of the National Executive Board, in case of vacancies, for any cause whatsoever, to fill the vacancy for the unexpired term, shall be as follows:

• President; by the Vice President;
• Vice President; by the Secretary; and,
• Secretary, Treasurer and Internal Auditor; Shall be filled up by election from/by among the Regional Directors

Vacancy in the Regional Director for Head Office shall be filled up by election from / by among the Stewards in the Head Office.

Vacancy in the Regional Director for Regional Area shall be filled up by election from / by among the Stewards in the Region. The Regional Action Men/Ladies of the concerned region shall automatically be the Candidates for the vacant position.

• Section 5. The National Executive Board shall hold a regular meeting once every quarter. However, a special meeting may be called by the President whenever deemed necessary or upon the request of at least six members of the board whose presence in person shall form a quorum.

• Section 6. The National Executive Board through the President as Chief Executive Officer shall have the full power to do all that is necessary to achieve the aims and objectives of the Union and to implement the resolution of the National Congress.

• Section 7. The National Executive Board through the President as Chief Executive Officer shall have the full power to do all that is necessary to achieve the aims and objectives of the Union and to implement the resolution of the National Congress.
• Section 8. The National Executive Board through the Treasurer as Chief Financial Officer shall have the fundamental duty to protect the funds of the Union against extravagance, wastage, loss or misappropriation. It shall ensure that properties, monies, and other assets of the Union are properly maintained and accounted for.

• Section 9. The National Executive Board shall have the power to make appropriation and authorize disbursements of the Union funds for the purpose of administering or facilitating the conduct of any business or undertaking of the Union. It shall have the power to make guarantees or buy, sell, exchange, rent, or lease, or otherwise acquire or dispose of personal or real property, and to enter into contracts and/or agreements, including employment contracts for the purpose of promoting the interests of the Union.

• The National Executive Board shall have the power to confirm or deny the recommendation of the President as Chief Executive Officer with regards to staff appointments including the creation and dissolution of positions in the Union as well as Committees not otherwise provided for in this Constitution and By-Laws. It may suspend, dismiss or discipline any officer or employee for dereliction of duty, dishonesty, incompetence, insubordination, refusal or failure to carry out or comply with any resolution of the National Congress or Decision of the National Executive Board or for any other reason it deems proper and sufficient in the interest of the Union.

• The National Executive Board shall have full authority to consider policies on all Union matters and decide all questions relating to its internal affairs.

• Subject to overriding authority of the National Congress, the National Executive Board shall have the power to interpret the rules or determine any point on which the rules are silent, initiate any proceeding in any court with respect to any interpretation or decision of the Board until an appeal has been made to and determined by the National Congress on the final disposition on any issue submitted before it.

• The National Executive Board through the President and Treasurer respectively shall have the authority to provide for the payment of salaries and wages, per diems, allowances, benefits, and other related costs and expenses to officers, members, employees, consultants and legal counsel of the Union as provided for in Article XVI, Section 14 of this Constitution and By-Laws.

ARTICLE X

DUTIES OF EXECUTIVE OFFICERS

THE PRESIDENT

• Section 1. The President shall be the Chief Executive Officer who shall implement, defend and execute the Constitution and By-Laws and the resolutions of the National Congress and the National Executive Board.

The President shall:

• Preside over all meetings of the National Congress and the National Executive Board including all other meetings whether special or emergency. He shall also preside meetings of the Regional Council whenever deemed necessary and applicable.

• Have full power to direct the affairs of the Union and shall be responsible for giving instruction to supervising any officer, member or employee of the Union in relation to the business and administration of the Union.

• Appoint, subject to the confirmation of the National Executive Board, the employees of the Union and shall have the authority to delineate the duties and make the assignment, of all employees who shall serve under his direction. The appointment shall be considered as temporary until acted upon by the board.

• In case of charges against any PEMA officer or staff of the Union, he shall have the power to impose preventive suspension which shall take effect immediately pending the resolution of the case by the National Executive Board.

• Countersign in conjunction with the Treasurer, checks, promissory notes, drafts, bill of exchange or any other negotiable instrument drawn or endorsed by the Union.

• Make a full report of the State of the Union to the National Congress or to the general membership whenever necessary and applicable.

• He shall represent the Union in all matters and proceedings where representation is required or may designate a representative.

• Section 2. In the event of non-declaration of the winner for President in the Union election, the Vice President shall act as the President with its full power and authority, concurrent to his / her position as Vice President of the Union, until the proclamation of the winner and assumption of the winning President.

THE VICE PRESIDENT

• Section 3. The Vice President shall:

• Preside over the meetings of the National executive Board and perform such other functions and duties of the President in case of temporary absence of the latter.

• Countersign checks or any negotiable instrument drawn or endorsed by the Union in the absence of the President in conjunction with the Treasurer.

• Supervise the external affairs of the Union upon the instruction of the President.

• Promote harmonious and effective working relationship among the Regional Area Council of the Union.

• Attend the meetings of the Regional Area Council as may be instructed by the President or upon request of the Regional Area Director.

THE SECRETARY

• Section 4. The Secretary shall:

• Cause the recording of the proceedings of all the meetings of the Union, the National Congress, and the National Executive Board, and shall keep the minutes of such meetings in the journal of minutes at the principal office of the Union;

• Be the custodian of the records and correspondences of the Union, and its seal and shall affix the same when required;

• Be responsible for keeping and maintaining up-to-date the Register of Membership, other membership records, and additional data relating to membership as may be called for at least once a year;

• Serve notices, summons and orders upon instruction of the President or National Executive Board;

• Furnish the records, correspondence, information or data on file which may be required by the National Executive Board or the President, and upon the request in writing by the Committee Chairpersons and other officers of the Union;

• Exhibit the records of the Union to any member in good standing at the office of the Union during business hours, provided a request in writing stating the purpose of such request has been submitted, subject to the approval of the President; and,

• Perform such other functions which are incidental to his / her office.

THE TREASURER

• Section 5. The Treasurer shall be responsible for the financial, fiscal and property administration of the Union. He/She shall act as Chair of the Finance Committee.  He/She shall take charge with the efficient implementation of the financial and fiscal policies of the Union.

The Treasurer shall:

• Be the custodian of all properties of the Union and shall have control, custody and care of all Union funds;

• Collect and receive all fees, dues, assessments, fines, forfeitures, donations, and other moneys due to the Union which shall be duly received by him/her;

• Cause the deposit of all monies received of him / her for the account of Union with a reputable bank designated by the National Executive Board;

• Keep a petty cash, an amount not exceeding as determined by the Board or meet routine expenses of the Union, replenishing from time to time as the balance falls below the limit set;

• Sign jointly with the President or the Vice President checks, cash disbursements, credit notes, and all documents evidencing monetary obligations of the Union;

• Prepare and submit a quarterly unaudited financial statement to the local councils;

• Prepare and submit an audited financial statement annually to the local councils;

• Render a financial report to the National Congress, and shall prepare a statement of the financial conditions of the Union and submit to the National Executive Board:

1. during a Board’s meeting;
2. at such other time as may be required by the Board;

• to make a proper turn-over of all financial funds and accountabilities, financial records, and properties of the intended date of resignation, retirement or expiration of his/her term; and,

1. to comply with the requirement of the Department of Labor & Employment (DOLE).

• Perform such other functions as are incidental to his / her office.

THE INTERNAL AUDITOR

• Section 6. There shall be an Internal Auditor duly elected by the general membership.

The Auditor shall:

• Audit all books and accounts of the Union at the end of each quarter or at any time or as directed by the National Executive Board;

• Have an access to all books and documents necessary to complete his audit;

• Formulate the rules and procedures for audit which shall take effect upon the approval of the National Executive Board; and,
• Submit to the President and/or the National Executive Board the report of all audit undertaken and measures to improve efficiency and effectiveness in managing the accounts of the Union.

THE REGIONAL DIRECTORS

• Section 7. The Regional Directors shall:

• Assist in the implementation and/or protection of this Constitution and By-Laws, the resolutions of the National Congress, and the resolutions and orders of the National Executive Board;

• Assist the President in the management of the activities, programs and projects of the Union;

• Coordinate the affairs of the Local Councils within the region of their respective areas of responsibility and shall exercise the right of visitation covering the Local Councils;

• Deal with the concerns and problems of the members in their respective regional area and shall make recommendations to the National Executive Board to address said concerns and problems;

• Advise the National Executive Board about measures to promote the interest and welfare of the members in their respective regional area; and,

• Promote effective communication among Local Councils and between the members and top leadership of the Union ensuring that opinions, suggestions, messages and news are properly disseminated and given the required attention

ARTICLE XI

THE REGIONAL AREA COUNCILS

• Section 1. Pursuant to Section 3, Article VII of this Constitution and By-Laws, Regional Areas shall be established by the Union, as follows:

Provided, however, that the National Executive Board shall have the power to create additional regional areas as it may deem necessary.

• Section 2. For the general administration of the affairs of each regional area, there shall be a Regional Area Council composed of:

• The Regional Director duly elected to represent the area and who shall function as the Chair of the Council;

• The Regional Action Men/Ladies (RAM/RAL) as nominated by the Regional Director of the area subject to the approval of appointment of the NEB; and,

• The Deputy Regional Action Men/Ladies (DRAM/DRAL) as appointed by the Regional

• Section 3. The task of each Regional Area Council shall be:

• To bring the Union and its top leadership closer to the members particularly its administrative arm;

• To further the aims and objectives of the Union and to implement the decisions of the National Congress and National Executive Board;

• To coordinate the activities of the Local Council within its jurisdiction and to submit report of the activities to the National Executive Board;

• To recommend programs, projects, and such other activities that will benefit the interest and welfare of the members; and

• To deal with the concerns and problems affecting the members in their respective areas and to act on questions of policy, appeals and such other matters brought to its attention by the members, including strikes and other concerted actions.

• Section 4. The Regional Areas, with the exception of Head Office Divisions / Departments, shall be organized into sub-regional regional areas as follows:

Area 2:  Metro Manila Branches

1. Metro 1 Branches
2. Metro 2 Branches
3. Metro 3 Branches
4. Metro 4 Branches
5. Metro 5 Branches
6. Metro 6 Branches
7. Metro 7 Branches
8. Metro 8 Branches
9. Metro 9 Branches
10. Metro 10 Branches

Area 3:  Luzon Branches

1. Regional Area 1 (Ilocos Region) including CAR composed of Ilocos Norte, Ilocos Sur, La Union, Abra, Mountain Province, Benguet and Pangasinan Branches.
2. Regional Area 2 (Cagayan Valley Region) Branches including Batanes province.
3. Regional Area 3 A (Central Luzon I) composed of 4 Provincial Branches of Pampanga, Bataan, Tarlac&Zambales
4. Regional Area 3 B (Central Luzon II) composed of 2 Provincial Branches of Bulacan and Nueva Ecija
5. Regional Area 4 Southern Luzon Branches including Island branches except the province of Rizal.
6. Regional Area 5 (Bicol Region) Branches including Island branches.

Area 4:  Visayas Branches

1. Cebu – Bohol Branches
2. Leyte – Samar Branches
3. Negros & Siquijor Branches
4. Panay Branches

Area 5:  Mindanao Branches

1. Southern Mindanao Branches
2. Southwestern Mindanao Branches
3. Western Mindanao Branches
4. Northern Mindanao Branches

Provided, however, that the National Executive Board shall have the power to create additional sub-regional areas as it may deem necessary

• Section 5. Each sub-regional area shall be headed by Regional Action Man / Lady whom appointed by the National Executive Board selected from among the Stewards in the respective sub-regional area, who shall be directly under the supervision of the Regional Director of the area.

• Section 6. The Regional Action Men / Ladies and the Deputy Regional Action Men must be a shop steward of a branch within the area they are appointed.

• Section 7. Removal of Regional Action Men/ Ladies/Deputy RAM/RAL

• Recall of appointment of RAM/RAL by the National Executive Board by loss of confidence or on any grounds enumerated in Article XIV, Section 2; and,

• Recall of appointment of Deputy RAM/RAL by the Regional Director by loss of confidence or on any grounds enumerated in Article XIV, Section 2; or,

• By a written complaint filed with the National Executive Board on any grounds enumerated in Article XIV, Section 2; and,

• Upon receipt of the complaint mention on paragraph (c), the National Executive Board shall act on the complaint within thirty (30) days. The decision of the NEB shall be final and executory.

ARTICLE XII

THE LOCAL COUNCILS

• Section 1. For the purpose of facilitating the effective representation of members and administration of the Union, the National Executive Board shall have the power to constitute any number of Local Council on the basis of the place of work or locality of the members concerned or such other basis as the Board may deem fit such as, the result of the merger of PNB and the former Allied Bank. The Board shall also have the power to dissolve any Local Council on the ground of ineffective representation or improper administration, or to group together two or more existing Local Council if the membership strength of the Branch concerned is insufficient to a warrant representation and administration.

• There shall be a Local Council Committee to manage the affairs of each Local Council which shall consist of:

• The Shop Steward who shall act as chair of the Local Council; and,
• Vice Steward;

• The officers of the Local Council shall be elected/appointed by the members of the Local Council in a secret ballot vote or by viva voce and shall hold office for five (5) years and until their successors have been duly elected/appointed and qualified.

• The Local Council Committee shall be directly supervised by the Regional Action Man/Lady which will be reporting directly to the Regional Director and eventually to the President with respect to the representation of their respective Local Council members in dealings with their concerns and problems in relation to their respective Bank officers and in regard of the general administration of the Local Council concerned. The functions and tasks of the Local Council shall be:

• To implement this Constitution and By-Laws and to carry out decisions of the National Congress, the National Executive Board and the Regional Area Councils;

• To handle grievances and work related concerns and problems of the members which include calling the attention of the particular committees involve or the President;

• To consult the members on matters affecting their interests, rights and welfare, and make recommendation to promote the same;
• To explain and clarify the policies and decisions adopted by the Union leadership; and,

• To submit written report to the President and/or the National Executive Board through their respective Regional Director on all affairs of the Local Council.

• Every Local Council shall hold Membership Meeting from time to time or as the need arises to be presided by the Shop Steward.

• A Special Membership Meeting may be convened:

• When the Local Council Committee deems it necessary to address an immediate concerns or problems.

• Upon the request of the members in writing, specifying the subjects of the meeting provided that it is supported by at least thirty (30) percent of the total number of members.

• Section 7. Removal of Shop Stewards

• A written complaint filed with the National Executive Board on any grounds enumerated in Article XIV, Section 2.
• Upon receipt of the complaint, the National Executive Board shall act on the complaint within thirty (30) days. The decision of the NEB shall be final and executory.

ARTICLE XIII

THE STANDING AND SPECIAL COMMITTEES

• Section 1. The President, subject to the confirmation of the National Executive Board, shall constitute the following Standing Committee which shall carry out their general functions as described herein:

• Membership Committee shall process all applications for membership of the Union in accordance with the provision of this Constitution and By-Laws and other rules and regulations subsequently adopted by the National Executive Board, and shall help in keeping and maintaining the Registry of Membership. It shall be chaired by the Secretary.

• Investigating Committee shall be responsible for the conduct of any disciplinary inquiry into any complaint, charge or allegations against any officer, member or employee of the Union, and shall recommend appropriate disciplinary action for the consideration of the National Executive Board.

• Labor Dispute and Grievance Committee shall be primarily responsible for threshing out any dispute, disagreement or controversy between the Bank and/or its officers and the rank-and-file employees and/or the Union with regard to working relationship or the implementation of the Collective Bargaining Agreement (CBA), and shall settle the same in accordance with guidelines set forth in the CBA.

• Workers Education and Research Committee shall develop, implement and or support workers education programs and other educational activities aimed at enlightening the members on the useful and effective role of the trade union, and developing their moral and intellectual capabilities to evolve appropriate responses to challenges arising from industrial relations. It shall also provide opportunities to union leaders and potential officers for improving their leadership, administrative, planning and organizing capabilities to effectively exercise their roles and functions.  It shall also undertake research activities and shall be responsible for keeping the members and the general public informed of the concerns, policies and activities of Union.

• Organization Committee shall be concerned with maintenance and expansion of the Union as well as the promotion of trade union organization in the industry.

• Finance Committee shall be responsible for the proper control of Union funds and properties through the adoption of sound financial and fiscal policies, budgetary principles, and accounting and auditing practices to ensure their proper administration of the same. It shall be chaired by the Treasurer.

• Collective Bargaining Committee shall handle the preparatory works for collective bargaining including gathering and analyzing data, preparing union proposals and supporting documents, rendering advice and expertise to the Union’s negotiating panel through specialized orientation and implementation of the CBA and see to it that any violation thereof shall be appropriately dealt with.

• Union Service and Welfare Committee shall endeavor to provide beneficial services corresponding to the needs and expectations of the member’s amenities and facilities, and shall undertake welfare programs including mutual aid benefits, income generating projects, and also cultural and recreational activities to promote the economic, social, cultural and physical welfare of the members and their families.

• Electoral Committee shall have exclusive charge of the conduct of Union election and shall adopt and promulgate rules and regulations, subject to the confirmations of the National Executive Board, to ensure a free, honest, clean and orderly election, and shall pass upon the qualifications of candidates for any position in the Union.

• Women Auxiliary Committee shall be responsible for promoting the welfare and rights of women members.

• Personnel Committee shall recommend to the President and/or the NEB, all personnel and administrative policies such as hiring, employee compensation benefits, code of conduct, performance review and evaluations, and grievances involving the Union personnel/staff.

• Audit and Compliance Committee shall handle continuous improvement of, and promote adherence to, the Union’s policies, procedures, and practices for purposes of accountability, transparency and integrity. It shall maintain its objectivity and independence in monitoring the Union’s financial reporting processes, internal control systems and professional ethics.

• Section 2. The National Executive Board, upon recommendation of the President, shall have the power to establish any number of additional Standing Committee as it may deem necessary for proper administration of the Union, and to create from time to time Ad-hoc Committee for specific purposes which shall be determined by the Board, however, it is understood that any Committee Resolutions thereto shall be recommendatory in nature subject to the final approval of the National Executive Board.

• Section 3. Subject to the approval of the National Executive Board, every Standing Committee or Special Committee shall be empowered to formulate rules and regulations to ensure effective and efficient conduct of its business and to execute any of its decision duly made in accordance therewith.

ARTICLE XIV

CHARGES AND IMPEACHMENT OF THE MEMBERS OF THE NATIONAL EXECUTIVE BOARD

• Section 1. In case of any allegation or charge against any member of the National Executive Board, the Union shall be guided by proper procedure which requires that respondent officer of the Union is entitled to be notified under oath in writing of the charges leveled against him; be given an opportunity to be heard of his defense, and to undergo a fair trial.

• Section 2. Any member of the National Executive Board may be removed from office through impeachment by simple majority votes of the National Congress or three-fourths (3/4) vote of the members of National Executive Board on either of the following grounds: disloyalty, gross dereliction of duty, culpable violation of this Constitution and By-Laws, conviction of a crime involving moral turpitude, and other analogous acts inimical to the interest of the Union.

• Section 3. Appeals on impeachment cases may be to the National Executive Board and automatically elevated to the National Congress, wherein the rendered decision will be final and executory.

ARTICLE XV

THE ELECTORAL COMMITTEE AND UNION ELECTION

• Section 1. There shall be an Electoral Committee consisting of a Chairman and two (2) members. It shall be constituted by the National Executive Board from the members who are not officers of the Union, at least three (3) months before the date of the Union election.

• Section 2. The Electoral Committee shall be responsible for the canvassing of votes from Head Office. For the votes in the branches, the committee shall canvass the election return that will be sent by the branches not later than three (3) days after the election.

• Section 3. The members of the Electoral Committee will be given a reasonable election budget as recommended and approved by the National Executive Board. The NEB shall withhold ten (10) percent of the allocated election budget to be released upon liquidation to be made within two (2) months after proclamation but prior to their dissolution. Failure to liquidate shall mean forfeiture of the withheld amount.

• Section 4. The Electoral Committee shall be dissolved within two months after the duly elected national officers have been proclaimed provided, however, that no election protest is lodged before it, otherwise the Electoral Committee shall continue to function until such case is finally resolved.

• Section 5. The Electoral Committee shall have the exclusive right and authority to conduct and supervise the Union election and shall perform the following functions:

• To adopt and promulgate rules and regulations to ensure a free, clean, honest and orderly election;

• To conduct and supervise the casting of votes and to canvass the votes, submitted a signed statement of the final results of the ballot;

• To determine the qualifications of the candidates;

• To receive and act upon certificate of candidacy;

• To proclaim the winning candidates but not later than the last banking day of January following the election; and,

• To decide on any election protest lodged before it.

• Section 6. The Electoral Committee shall have the power to appoint and deputized any Union member to coordinate the conduct of Union election in each and every Local Council.

• Section 7. The Chairman, members of the Electoral Committee and the appointed / deputized member shall be barred from seeking any elective position during their term of office.

• Section 8. The Union elections shall be categorized as follows:

• The National Election shall pertain to the election of the Executive Officers of the Union namely, the President, the Vice President, the Secretary, the Treasurer, and the Auditor, shall be elected by votes of union members nationwide;

• The six (6) Regional Directors shall be elected by plurality of votes by Union members in their respective Regional Areas as follows:

• 2 Regional Director for Head Office
• 1 Regional Director for Metro Manila Branches
• 1 Regional Director for Luzon Branches
• 1 Regional Director for Visayas Branches
• 1 Regional Director for Mindanao Branches

• Section 9. (a) The National Union Election for National Officers shall be on the 2^nd Friday of January and every five (5) years thereafter. The notice of the election shall be issued nationwide / bankwide at least sixty (60) days before the date of the election.

• The new elected officers shall assume office on the first banking day of February.

• Any Union member who may wish to stand up for any elective position shall have to meet certain general qualifications as follows:

• He / she must be a bonafide member in good standing in the Union;

• He / she must meet the required numbers of years of membership in the Union relative to the position sought for:

Executive Officer          – at least five (5) years

        Regional Director         – at least five (5) years

Auditor                            –  at least five (5) years

             Shop Steward                   – as long as he/she is a member of the Union.

• He / she has not been convicted of a crime involving moral turpitude;

• He / she has not been adjudged guilty of gross disloyalty to the Union; and,

• He / she shall not be holding any position in any other organization in PNB other than PEMA, whether the position is elected or appointed in nature.

• Further to Section 10, above, the Electoral Committee shall have the authority to prescribe additional specific qualifications of any elective position in the Union.

• Any member / elected officer of National Executive Board who wishes to run into any elective position in any other organization in PNB, he / she must relinquish his / her position with PEMA upon filing of certificate of candidacy in said other organization in PNB, otherwise, the position shall be declared vacant.

• Any member / elected officer of the National Executive Board who will consider being appointed as officer in any organization in PNB, must relinquish his /her position prior to acceptance of said appointment in said organization, otherwise, the position shall be declared vacant.

• Upon filing of candidacy, any member who wish to run for any elective position in the Union must be in a position to complete his/her tenure of office effective on the date of the scheduled election, otherwise, he/she should be disqualified outright.

ARTICLE XVI

UNION FUNDS

• Section 1. The sources of Union Funds shall include the following:

1. Membership Fee;
2. Monthly Union Dues;
3. Agency Fees;
4. Special Assessment for special purposes;
5. Funds raised for special purpose;
6. Interest earning and other income from investment; and related business undertakings;
7. Fines, forfeiture of benefits, and the likes;
8. Other donations; and
9. Other Levies

• Section 2. All monies received / collected by the Union by way of Union dues and agency fees, except special assessment for specified purpose or donations / funds raised for specified purpose, interest from investment, levies and fines shall constitute the Union’s General Fund which shall be allocated as follows:

• Section 3. The income from interest, investment and other business undertakings, levies and fines may at the discretion of the National Executive Board, have a separate deposit account for Special Projects.

• Section 4. Rank-and-file employees of PNB who are not members of the Union but benefiting from the CBA shall be charged with Agency Fees.

DEPOSITS AND WITHDRAWAL OF FUNDS

• Section 5. All monies collected or received for and on behalf of the Union as defined in the preceding Section shall be deposited by the Treasurer in a reputable bank to be approved by the National Executive Board and shall be credited in the name of the Union.

• Section 6. The official signatories who shall sign all withdrawal orders or checks drawn against the bank accounts shall be the President, in his/her absence, the Vice President, and the Treasurer, in his/her absence, the first Director of the Head Office.

APPLICATION OF UNION FUNDS

• Section 7. The General Administrative Fund of the Union may only be expended for the following purposes:

• The payment of salaries, allowances and other benefits to officers, members and employees of the Union;
• The payment of administrative expenses including office supplies, equipment, furniture and fixtures, and other incidental expenses;
• The expense of the National Executive Board, Congress, Regional Area Conference, and other Union meetings;
• The payment of the cost of legal proceedings involving any right of the Union or any member including legal counsel fees;
• The payment of expenses in furtherance of labor disputes concerning the Union or any member, including strikes or other forms of concerted action;
• The payments of benefits to the members or their legitimate principal dependents as defined by law in the event of retirement or death;
• The cost of publishing the Union’s official organ, newsletter, journal, pamphlet or any other publication for the advancement of workers’ right and the promotion of the trade union movement;
• The conduct of workers education programs and to support for or attendance to training courses, seminars, conferences, and exchange programs held locally or abroad;
• The conduct of social, cultural and sport activities for the benefit of members and their families;
• The implementation of the welfare programs such as livelihood projects, cooperatives and other income generating schemes for the benefit of the members; and,

• The payment of professional fees and retainer fees for such services rendered for the Union such as audit services, consultancy services and other analogous works and services which the Union may contract-out as it deemed necessary, and,
• Any other legitimate purposes which may be approved by the National Executive Board in accordance with the pertinent laws of the Philippines and the Labor Code.

MUTUAL AID BENEFITS OF UNION MEMBERS

• Section 8. The Mutual Aid Benefit Fund shall only be disbursed on account of (A) retirement accruing to a retiring member or (B) death assistance in accordance with the following rates:

1. Retirement Benefits

1. Death Benefits

TRUST FUND & OTHER SPECIAL FUNDS

• Section 9. Any Trust Fund & Other Special Fund of the Union shall be expended for the purpose of which they have been established.
• Trust Fund intended for the Retirement Fund benefit of PEMA Staff/Employees shall be in the meantime invested in a secured investment and shall only be withdrawn should the benefit accrue to the retiring PEMA Staff/Employees in the following approved Retirement Program:
• Section 1. SEPARATION BENEFIT ON ACCOUNT OF VOLUNTARY RESIGNATION

• Section 2. OPTIONAL RETIREMENT

• Section 3. REGULAR / COMPULSORY RETIREMENT

NATIONAL DEFENSE FUND/EDUCATIONAL & TRAINING FUND

• (a) Five Pesos (P5.00) of the total Union dues fees collected from members including from agency fees for non-members shall be reserved as Defense Fund and shall be appropriated for the conduct of strike or other forms of coercive legitimate action to defend the rights and interests of the Union and its members.

          (b) Ten Pesos (P10.00) of the total Union dues fees collected from members including from agency fees for non-members shall be reserved as Educational Training Fund for the education & training of its officers and members.

PETTY CASH FUND

• There shall be a Petty Cash Fund amounting to P5,000 to be maintained and disbursed by the Treasurer for the routine expenses of the Union provided, however, that no expenditure exceeding P1,000.00 in respect of one and the same transaction or item shall be incurred by the Treasurer from the Petty Cash Fund.

INVESTMENT OF FUNDS

• The general and special funds of the union which are idle and not required for current expenses or disbursement or their respective purposes, as the case may be, at the discretion of the National Executive Board be invested in the name of the Union for the time being, in investment schemes that are secured, liquid and favorable to the Union in respect of which the law permits.

BUDGET COMMITTEE

• The National Executive Board shall constitute a Sub-Committee on Budget under the supervision of the Finance Committee which shall be primarily responsible for preparing and implementing the budget of the Union, reflecting realizable objectives over a specific period of time in accordance with the following budget cycle:

• Evaluation of the previous budget;
• Setting income and expenditure estimates for the current period;
• Preparation of proposed budget;
• Deliberation and approval of the budget by the National Executive Board; and,
• Implementation and monitoring of the budget.

SALARIES, ALLOWANCES AND OTHER PAYMENTS

• The recommendation on salaries, honorarium and allowances of the members of the National Executive Board, other officers, shop stewards and other Branch Committee members, and employees of the Union shall be determined and/or adjudged as when necessary by the National Executive Board provided, however, that the members of the Board shall receive no less than the amount fixed in this Amended Constitution and By-Laws of the Union as follows:

President                        –   P1,700 per month

Vice President               –   P1,250 per month

Secretary                        –   P1,100 per month

Treasurer                        –   P1,100 per month

Auditor                            –   P1,100 per month

Regional Director          –   P1,100 per month

• The chairperson and the members of Standing and Special Committees, who are not members of the Executive Board, whose duties and all services for/in behalf of the Union, shall be paid by honorarium to be determined by the National Executive Board.

• The Union officers and committee members shall be paid, subject to the approval of the National Executive Board for any loss of working time in the transaction of the Union business, and for reasonable expenses incurred thereby on behalf of the Union including transportation, meals, lodging and other travelling expenses that are supported by relevant payment receipts.

LOCAL COUNCIL FUND ALLOTMENT

• Each Local Council shall be entitled to Fifteen Pesos (P15.00) out of the monthly dues paid by their contributing members / division which shall be allotted for any expenses in furtherance of the Union.

• Any funding request by the Regional Director to the NEB for approval, provided, any activity program must be submitted in detail in terms of budget requirement subject to liquidation.

RESTRICTIONS ON THE USE OF UNION FUNDS

• The power of the National Executive Board to incur or authorize any expenditure other than the payment of salaries, allowances, election expenses, administrative expenses or other annually recurrent charges which have previously been incurred or sanctioned shall not be allowed two (2) months before the date of the Union’s National Election.

ARTICLE XVII

COLLECTIVE BARGAINING

• Collective Bargaining for in behalf of the general membership shall be undertaken by the Union Negotiating Panel or Union Panel which shall be constituted by the National Executive Board, upon consultation with the Regional Councils.

• The Union Panel shall endeavor to update and improve the provisions of the Collective Bargaining Agreement (CBA) including job security, salaries, bonuses, allowances and other economic benefits, hours of work, leaves from work, medical benefits, gratitude, financial assistance, grievance procedures, personnel movements and other employment entitlements.

• The Union Panel shall consult with the members to determine the Union proposals for the CBA and to determine which provision/s the Union Panel seek to improve.

• The Union members will have a say in the future of the CBA and shall approve the provisions of the negotiated CBA before it is finally implemented.

• The Union may adopt by-laws, policies and standing orders from time to time pursuant to the provisions of this Constitution and By-Laws, as well as the interest and welfare of the members of the Union.

ARTICLE XVIII

STRIKE, PICKET AND OTHER LEGITIMATE COERCIVE MEASURES

• The Union may only resort to strike, picket and other legitimate coercive measures as a last recourse to protect its rights and interests.

• All members of the Union shall respect and support a strike, picket and other legitimate coercive measures that may adopted by the Union to protect its interest; Provided, however, that no strike, picket and other legitimate coercive measures may be staged without the approval of at least two-third (2/3) of all members of the National Executive Board with the concurrence of the majority of the members of the Union obtained by referendum through the assistance of the Shop Stewards.

• In the event of strike or other coercive emergencies which require immediate action and in which there is insufficient time to convene the National Executive Board, the President may decides any matter or to take any action within the authority of the National Executive Board.

• In such cases, the President shall call a meeting of the National Executive Board as soon as practicable and the National Executive Board may then confirm such decision/s or action/s taken by the President as the circumstances warrant.

• The President shall render weekly reports to the National Executive Board on the progress of the strike or similar emergency including certified statements of disbursements made by the Treasurer.

ARTICLE XIX

GENERAL PROVISIONS

• The Union shall strive to cooperate with its employer, the PNB, on working for the best interest of the Bank and its employees, and to attain national goals.

ARTICLE XX

TRANSITORY PROVISION

• The incumbent officers of the Union shall hold office until their successors are duly elected and qualified.

ARTICLE XXI

AMENDMENTS

• This Constitution and By-Laws or any provisions may be amended, modified or repealed as the National Executive Board may recommend, subject to the approval by simple majority vote of the delegates present in Congress and with reference with Article IV, Section 2.

ARTICLE XXII

EFFECTIVITY

• This Constitution and By-Laws have been ratified and approved by the 9^th PEMA National Congress held at the Atrium Hotel, EGI Tower, A. Luna Street corner Sen. Gil Puyat Avenue, Pasay City from April 20-23, 2017, and shall take effect immediately after the required registration set forth by the Department of Labor and Employment, National Capital Region (DOLE-NCR) or filed with its Field Offices.

ARTICLE XXIII

FISCAL YEAR

• The fiscal year of the Union shall be from January to December of each year.

SUBSCRIBED AND SWORN TO BEFORE ME, a Notary Public for and in Pasay City, Metro Manila, Philippines, Affiant exhibited to me his Social Security System ID No. 33-4238210-8, as competent proof of his identity.

NOTARY PUBLIC

Series of 2017.