CONSTITUTION AND BYLAWS

OF THE

TACLOBAN RED STALLIONS FOOTBALL CLUB

I. NAME of the CLUB

1. The name of the club shall be the TACLOBAN RED STALLIONS FOOTBALL

CLUB.

2. Wherein hereinafter shall be referred to as the “RED STALLIONS” or the “Club”

throughout this document.

II. PURPOSE

Composed of the different school-based teams in Tacloban City as well as

persons who are affiliated with an educational institution under the Department of

Education – Schools Division of Tacloban City and in line with the Department of

Education’s programs for sports development, the following shall be the purpose for

the existence of the RED STALLIONS:

1. Enhance the level of football - and its variants - in Tacloban City.

2. Consolidate the resources-human, financial, equipment and facilities- of

the school-based football teams of Tacloban City.

3. Provide a holistic, progressive structure for the development and

enhancement of student-players, coaches and referees of Tacloban City

by creating, conducting and or facilitating programs, clinics, training,

courses, programs, tournaments and competitions.

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 4. Produce and maintain a roster of dedicated top quality players and

coaches who will represent the DepEd Tacloban City Division in the

Regional Meet and Palarong Pambansa.

5. Produce, develop and maintain a pool of dedicated and professional-level

referees who will serve in the School, District, Regional and National

Level meets.

6. The Eastern Visayas Regional Football Association (EVRFA), being the

sole body recognized and mandated by the Philippine Football Federation

(PFF) to govern the sport of football and its variation in the Eastern

Visayas region, the RED STALLIONS shall work in close partnership with

the EVRFA regarding the conduct of it various activities.

III. MEMBERSHIP

The RED STALLIONS shall have the following classifications of membership:

A. Active Members

a. Players – Students of Tacloban City who; who can provide sufficient artifacts

that shows that he/she is enrolled at a school which is under the DepEd

Tacloban City Division. He/she must pay the annual membership fee for

players.

b. Coach / Referee Educator – Any person employed in any educational

institution in Tacloban City, is a designated football and or futsal coach or

referee of said institution and has accomplished the minimum requirement for

membership. He/she must pay the annual membership fee for coaches and

referees.

B. Non-voting Members

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 Alumni, retirees and honorary members as designated by the executive

committee.

C. Requirements for Membership

Aside from meeting the aforementioned description of members, to be

considered as a member of good standing, the minimum requirements for

membership must be met and are as follows:

a. Accomplished the prescribed membership form.

b. Paid the membership fee.

D. Duties of members

All members must uphold the constitution of the RED STALLIONS and

must comply with the bylaws.

E. Members’ Dues

a. The membership fee and annual dues must be determined by the Board and

approved in the general meeting. The dues of the student-players,

considering their financial status, must be reasonable and significantly lower

than that of the Coach / Referee Educator.

b. Members’ dues and fees are non-refundable.

c. Dues must be paid by the members on the period that shall be determined by

the board and approved by the general meeting.

F. Member not in Good Standing

a. A member is not in good standing if the member fails to pay the member’s

annual membership dues and the member is not in good standing for so long

as those dues remain unpaid.

b. A voting member who is not in good standing may not vote at a general

meeting, and is deemed not to be a voting member for the purpose of

consenting to a resolution of the voting members.

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G. Termination of Membership

a. Membership is terminated if the person is not in good standing for 6

consecutive months.

b. Suspension: A member unable, or failing to maintain any conditions of

membership shall be considered not in good standing and may be suspended

by the Board, until such time as the conditions are fulfilled.

c. Expulsion: A member may be expelled by a Special Resolution of the

members passed at a General Meeting of the Club. A notice of Special

Resolution for expulsion shall be accompanied by a brief statement of the

reason or reasons for the proposed expulsion. A member who is the subject

of the proposed resolution for expulsion shall be given the opportunity to be

heard at a General Meeting before the Special Resolution is put to a vote.

IV. AFFILIATION

The TACLOBAN RED STALLIONS FOOTBALL CLUB (TRT-FC) shall be

affiliated with the EAST VISAYAS REGIONAL FOOTBALL ASSOCIATION (EVRFA).

V. MEETINGS

A. Time and place of general meeting

A general meeting must be held at the time and place the Board

determines. A general meeting of the Club shall be held if possible, during the

month of JULY and, in any event, at least once every calendar year and not more

than fifteen months after the holding of the last preceding Annual General

Meeting.

B. Ordinary business at general meeting at a general meeting, the following

business is ordinary business:

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 a) adoption of rules of order;

b) consideration of any financial statements of the club presented to the

meeting;

c) consideration of the reports, if any, of the directors or auditor;

d) election or appointment of directors;

e) appointment of an auditor, if any;

f) business arising out of a report of the directors not requiring the passing

of a special resolution

C. Notice of special business

A notice of a general meeting must state the nature of any business,

other than ordinary business, to be transacted at the meeting in sufficient detail

to permit a member receiving the notice to form a reasoned judgment concerning

that business.

D. Chair of General Meeting

The following individual is entitled to preside as the chair of a general meeting:

a. the individual, if any, appointed by the Board to preside as the chair;

b. if the Board has not appointed an individual to preside as the chair or the

individual appointed by the Board is unable to preside as the chair,

i. the president,

ii. the vice-president, if the president is unable to preside as the chair,

or

iii. one of the other directors present at the meeting, if both the

president and vice-president are unable to preside as the chair.

E. Alternate Chair of General Meeting

If there is no individual entitled under these Bylaws who is able to preside

as the chair of a general meeting within 15 minutes from the time set for holding

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 the meeting, the voting members who are present must elect an individual

present at the meeting to preside as the chair.

F. Quorum Required

Business, other than the election of the chair of the meeting and the

adjournment or termination of the meeting, must not be transacted at a general

meeting unless a quorum of voting members is present.

G. Quorum for General Meetings

The quorum for the transaction of business at a general meeting is 5

voting members or 30% of the voting members, whichever is greater.

H. If quorum ceases to be present

If, at any time during a general meeting, there ceases to be a quorum of

voting members present, business then in progress must be suspended until

there is a quorum present or until the meeting is adjourned or terminated.

I. Adjournments by chair

The chair of a general meeting may, or, if so directed by the voting

members at the meeting, must, adjourn the meeting from time to time and from

place to place, but no business may be transacted at the continuation of the

adjourned meeting other than business left unfinished at the adjourned meeting.

J. Notice of continuation of adjourned general meeting

It is not necessary to give notice of a continuation of an adjourned general

meeting or of the business to be transacted at a continuation of an adjourned

general meeting except that, when a general meeting is adjourned for 30 days or

more, notice of the continuation of the adjourned meeting must be given.

K. Order of business at general meeting

The order of business at a general meeting is as follows:

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 a) elect an individual to chair the meeting, if necessary;

b) determine that there is a quorum;

c) approve the agenda;

d) approve the minutes from the last general meeting;

e) deal with unfinished business from the last general meeting;

f) if the meeting is an annual general meeting,

i. receives the directors’ report on the financial statements of the

club for the previous financial year, and the auditor’s report, if

any, on those statements,

ii. receive any other reports of directors’ activities and decisions

since the previous annual general meeting,

iii. elect or appoint directors, and

iv. appoint an auditor, if any;

g) deal with new business, including any matters about which notice has

been given to the members in the notice of meeting;

h) terminate the meeting.

L. Methods of voting

a. At a general meeting, voting must be by a show of hands, an oral vote

or another method that adequately discloses the intention of the voting

members, except that if, before or after such a vote, 2 or more voting

members request a secret ballot or a secret ballot is directed by the

chair of the meeting, voting must be by a secret ballot.

b. The President may cast a vote only in the event of a tie vote.

M. Announcement of result

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 The chair of a general meeting must announce the outcome of each vote

and that outcome must be recorded in the minutes of the meeting.

N. Proxy voting

Voting by proxy is permitted.

O. Matters decided at general meeting by ordinary resolution

A matter to be decided at a general meeting must be decided by ordinary

resolution unless the matter is required by an Act or these Bylaws to be decided

by special resolution or by another resolution having a higher voting threshold

than the threshold for an ordinary resolution.

VI. BOARD OF DIRECTORS AND COMMITTEES

A. The RED STALLIONS must have no fewer than 3 and no more than 11

Directors

B. At each general meeting, the voting members entitled to vote for the election

or appointment of directors, must elect or appoint the Board.

C. The board of directors and their respective roles are as follows:

a. President – The chair of the Board

1. Preside over all executive meetings

2. Prepare the agenda for the General Meetings

3. Represent the Club at any function or activity of which it is required

4. Manage and lead the club

5. Be the signing officer of the club

b. Vice-President - The vice-president is the vice-chair of the Board and is

responsible for carrying out the duties of the president if the president is

unable to act as well as assist the president in all club matters

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c. Secretary - The secretary is responsible for doing, or making the

necessary arrangements for, the following:

1. issuing notices of general meetings and directors’ meetings;

2. taking minutes of general meetings and directors’ meetings;

3. Distribute minutes (via email) to the Board within 10-14 days of

meetings;

4. keeping the records of the Society in accordance with the Act;

5. conducting the correspondence of the Board;

6. filing the annual report of the Society and making any other filings with

the registrar under the Act.

In the absence of the secretary from a meeting, the Board must appoint

another individual to act as secretary at the meeting.

d. Treasurer - The treasurer is responsible for doing, or making the

necessary arrangements for, the following:

1. receiving and banking monies collected from the members or other

sources;

2. keeping accounting records in respect of the Society’s financial

transactions;

3. preparing the Society’s financial statements;

4. Pay approved invoices and expenses

5. Ensure all players have paid dues in full prior to playing in the regular

season.

6. Prepare an operating budget for upcoming season.

e. Registrar - The registrar’s responsibilities are to:

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 1. Prepare for and coordinate player registration at the beginning of the

season and manage all other player registration throughout the year.

2. Submit all money to Treasurer.

3. Act as the Privacy Officer and maintain responsibility over any and all

privacy issues, in accordance with the Data Privacy Act.

f. Field & Gym Director - The field & gym director’s responsibilities are to:

1. Apply for Gym and Field Permits.

2. Arrange for payment of permits.

3. Liaise with the Tacloban City LGU, schools, districts and other entities

that manage a playing venue.

4. Distribute permits to teams for the facilities they are using.

5. Monitor usage of fields and gyms.

6. Schedule usage of fields and gyms.

7. Update soccer executive and team reps about field conditions.

8. Arrange game schedules for home games.

9. Arrange for fields to be lined if necessary.

g. Equipment Director - The equipment director’s responsibilities are to:

1. Manage the distribution, collection, monitoring and storage of all Club

equipment and jerseys.

2. Arrange for the purchase of any new equipment approved by the

Executive.

3. Keep a written record of all equipment and jerseys distributed to each

team, and document its condition at the time of distribution as well as

time of collection.

4. Determine equipment needs of each team and bring forward to the

Executive for review.

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 h. Social & Fundraising Director - The social & fundraising director’s

responsibilities are to:

1. Explore fundraising opportunities for the Club.

2. Organize social activities for the Club.

3. Inform the EVRFA of social events organized by the Club.

i. Sponsorship Director - The sponsorship director’s responsibilities are to:

1. Actively recruit new sponsors for the soccer section. This includes

recruiting sponsors for each teams and tournaments.

2. Review all sponsors prior to sponsorship and inform the Executive

about these sponsors.

3. Advise teams regarding sponsorship policies and procedures.

4. Liaise with sponsors to maintain good public relations.

j. Communications Director - The communications director’s responsibilities

are to:

1. Ensure the Board’s strategic direction, plans and messages as well as

upcoming club events are communicated to Club’s members.

2. Draft communications documents on behalf of the executive and liaise

with team representatives to distribute the documents to members.

3. Work with the Social Coordinator to ensure members are aware of

upcoming club social events.

4. Work with and manage the Social Media Coordinator to ensure the

appropriate information is being posted on the Club’s Social media

accounts.

k. Other Directorship can be created as the need arises by the Board of

Directors thru a special resolution.

D. A director, other than the president, may hold more than one position

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E. All directors must hold office for not more than 3 years.

F. Quorum for the transaction of business at a directors’ meeting is a majority of

the directors.

G. Resignation by an officer, director or board member must be done in writing.

The President or in the case of the President tendering his/her resignation-

the Vice President, shall have the power to declare the resignation effective

upon deeming the reasons valid and satisfactory.

H. The following shall be the committees of the club:

a. Coaches’ Committee – Is a designated coach and is of good standing

with the club. The chairman of which shall be appointed by the board. The

chairman’s role are as follows:

1. Maintain a database of coaches and their contact information and

deposit a copy to the Club Secretary and Club Registrar.

2. Maintain a harmonious relationship among coaches of the Club and

resolve any issues between and among their ranks.

3. Ensure that the knowledge and skill of all the Club’s coaches are

constantly updated and upgraded.

4. Convene the coaches to consult and decide on issues related to

coaching when necessary.

b. Referee’s Committee – Composed of designated referees and is of good

standing with the club. The chairman shall be appointed by the board.

The chairman’s role are as follows:

1. Maintain a database of referees and their contact information and

deposit a copy of such to the Club Secretary and Club Registrar.

2. Maintain a harmonious relationship among referees of the Club and

resolve any issues between and among their ranks.

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 3. Ensure that the knowledge and skill of the Club’s referees are

constantly updated and upgraded.

4. Select and recommend referees for appointment to officiate in

tournaments and competitions.

c. Other committees – ad-hoc or permanent - can be created as the need

arises by the Board of Directors as the need arises.

I. Signing authority

A contract or other record to be signed by the Club must be signed

on behalf of the Club

a. by the president, together with one other director,

b. if the president is unable to provide a signature, by the Vice-

President together with one other director,

c. if the president and vice-president are both unable to provide

signatures, by any 2 other directors, or

d. in any case, by one or more individuals authorized by the Board to

sign the record on behalf of the Society.

VII. FUNDS

A. Sources of Funds

a. Dues – Collected from member registration

b. Fees from events organized by the Club - this refers to, but is not limited to

the following: entry fees for tournaments and competitions and fund-raising

activities.

c. Donations – monetary and non-monetary donations from NGO’s, private

businesses, and individual stakeholders.

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 d. Funds from Sponsors

B. Uses – Funds may be appropriated for any event, activity and the purchase of

materials provided that it shall serve the purpose of the existence of the club

and that a quorum of the board of directors in a special meeting or general

meeting approves of such.

VIII. DISSOLUTION

Upon dissolution of the Club, the assets which remain after payment of all

charges and expenses which are properly incurred in winding up, shall be assigned

and distributed to such organizations involved with the game of football and its

variants, or to such other charitable organization or organizations as may be

determined by the members of the Club at the time of dissolution.

IX. AMMENDMENTS

The review and amendments to this constitution and bylaws shall be done every

3 years from the time this constitution and bylaws was initially approved and

adopted.

The board of directors, called by the Club President for a special assembly, shall

review each provision and propose amendments if necessary.

All club members, called by the Club President in another special assembly

whose sole purpose is to review and amend and/or discard - if necessary - the

proposed changes to this constitution, shall approve and adopt the amended

constitution.

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