February 20, 2008

Clarification of PAMS’ Organizational Status

Posted in Official Communications at 12:46 pm by pamsorg


February 18, 2008

TO : ALL PAMS MEMBERS
FROM: RENE C. CATAN, MD
President
RE : Clarification of PAMS’ Organizational Status

In the previous weeks, most of us were recipients of several scurrilous correspondence, memoranda and text messages masquerading as official PAMS communication. These originated from a misguided few in our organization who, despite their utter lack of mandate, want to arrogate unto themselves functions and prerogatives of the Board of Trustees (Board) and the Executive Officers on the premise of an imagined crisis in PAMS, Like most of you, I was initially inclined to ignore their machinations since these were blatantly in direct violation of our Articles of Incorporation (Articles) and By- Laws as well as of the Corporation Code (Code) and, thus, were clearly unworthy of being dignified with an official reply. However, as this minority persists in its attacks and seems to be taking its ill-advised suppositions too seriously, I am constrained by the urging of our officers and members to one and for all clarify PAMS’ organizational status and preempt the efforts that now threaten to undermine the high ideals of medical professionalism that underpins PAMS’ reason for existence.

It is well to stress at the outset that PAMS, as a corporate entity, is limited only to such rights, powers, and attributes as are expressly granted by law, principally the Code, and its approved charter (i.e, the Articles and By-Laws). The catchphrase “government of laws and not of men” appropriately underscores this point and we need not get into the finer points of corporation law; it suffices that this means PAMS can only undertake such actions as are consistent with what the law provides in conjunction with the provisions enshrined in our Articles and By-Laws as sanctioned by the Securities and Exchange Commission (SEC). Any act over and beyond these parameters is ultra vires, illegal and void.

The general authority and Power to manage PAMS’ corporate business belongs to the Board of Trustees.

A corporation exists as a person by fiction of law and can only pursue its corporate purposes through its duly constituted representatives whose acts within their authority are deemed acts of the corporation itself. Thusly, Section 23 of the Code expressly states:

“Unless otherwise provided in the Code, the corporate powers of all corporations formed under this code shall be exercised …trustees to be elected from among the… members of the corporation, who shall hold office for one (1) year and until their successors are elected and qualified.”

It is a well-settled legal postulate that the authority of the Board over corporate affairs is paramount and hold true except in very specific instances when the law reserves judgment and action to the general membership (i.e., changes of a fundamental character such as amendment of the Articles and By-Laws or corporate dissolutions). In fact, within the ambit of its prescribed powers, such Board’s decisions are absolute and may not be interfered with by even the members themselves. The imposition of any devise or agency with the power to supervise or review its acts is repugnant to the Code and is illegal, even if it were the Board itself that creates it, since this would be an abdication of the responsibilities imposed upon it by law.

Based on the foregoing, it is therefore plainly evident that the series of memoranda we received from persons messiahnically proclaiming themselves “founder” of PAMS and claiming by “historical precedence” tremendous superpowers to “impose their will” on our organization; terminate the Executive Officers; force the officers of the Board of Trustees to resign; and conjure up super committees with oversight powers over every aspect of PAMS’ administration are delusional and self-serving. There is no place in our organizational scheme, as outlined in our Articles and By-Laws and as circumscribed by the Code, for the “Council of Advisers”, with prerogatives far superior to the Board, and a permanent Comelec that can disqualify some members from becoming officers on the basis of self-imposed qualifications.

The members of the 2007 Board of Trustees and the Executive Officers are duty bound to continue in office on a HOLD-OVER capacity due to the failure to hold elections during the National Convention last November.

The minutes of the Convention will show how the scheduled elections for new members to the Board had to be called off. The “comelec” insisted on its self-imposed qualification requirements and was poised to disqualify some members who had filed their candidacy; this elicited such an uproar that some delegates threatened to walk-out of the proceedings in protest. At length, the “comelec” relented upon intervention of clearer heads but then the Convention was already in its final stages and quorum was uncertain, so it was decided by the “comelec” to announce a failure of election. (The required report of what transpired has been submitted to the SEC.)

Ironically, this failure to hold elections precipitated as it was by the intransigence of the supposed “comelec” is now being used to impugn the incumbent officers.

There is no question that there must be an election of trustees and officers on the date and under circumstances provided in our By-Laws. However, it is no less settled in corporate jurisprudence that in case of justifiable failure to hold regular elections, as in the present case of PAMS, the incumbent Board should hold-over their office until their successors are duly elected and qualified.

In instances of hold-over, the extent of the powers of the hold-over Board includes the execution of all acts as may be exercised by a regular Board with the possible exception of a fundamental reorganization. Accordingly, the incumbent members of the PAMS Board and Executive Officers are validly continuing their tenure and the claimed crisis in PAMS leadership exists only in the overly-active imagination of a few who are using it as an excuse for a power grab.

You will be pleased to know that PAMS, under the stewardship of the present hold-over Board and Executive Officers, is valiantly forging ahead with an aggressive expansion program to set up new chapters, and providing our membership with meaningful activities through continuing medical education and the Clinical Registry Program. PAMS will pursue its commitment to Gawad Kalinga and with the Department of Health through our medical and surgical missions. Professional development has been the hallmark of this administration.
I hasten to add in this connection, that the present officers have every intention of securing a fresh mandate at the earliest opportune time. A call for a Special Meeting of the General Membership during the Mid-year convention for the purpose of holding an election will be issued in due course.

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