Comparison of Existing by-laws of Picpa With Proposed Amended by-laws

8/7/2019 Comparison of Existing by-laws of Picpa With Proposed Amended by-laws

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COMPARISON OF THE EXISTING BY-LAWS OF PICPA WITH THE PROPOSED AMENDED BY-LAWSAND THE PERTINENT PROVISIONS OF THE IRR REQUIRING THE SAID CHANGES

old by-laws

Existing By-laws of PICPAamended last 2000

newby-laws

Proposed amendment to by laws toimplement provisions of RA 9298

and the IRR

Source of proposed revision fromthe IRR of RA 9298

Art. Sec. Sec.I 1 Same 1II 1 Same 1III 1 Same 1IV 1 Recognizes the eight (8)

regions and four sectors of theprofession

1 Recognizes the four (4)Geographical Areas of Luzon,Visayas, Mindanao, NCR whichare broken down to nine (9)regions and representing the foursectors of the profession

Annex A ;paragraph 2 ;lettere; 2 nd paragraph... The fifteen (15) directorsshall be apportioned according tosectors in the four geographicalareas (eg. National CapitalRegion, Luzon, Visayas, and Mindanao) based on the ratio of latest available number of members in good standing fromthose areas.

New 2 Geographical areas and theGeographical Area Officesgoverning each of the 4Geographical Areas. Each officeshall be composed of the fournational directors coming from theGeographical Area and theRegional Sectoral Representatives

Same as above.


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composed of four members comingfrom each sector of each region.Rules to be prescribed by NationalOffice.

2 Formerly Sec. 2 stating theeight Regional UnitsMetro Manila: North, South,East, WestLuzon: Northern, Central,Southern LuzonVisayas: Eastern and WesternMindanao: Northern andSouthern

3 Enumerates the 9 Regional Unitscomposed of the following:Metro Manila: North, South, East,WestLuzon: Northern, Central, SouthernTagalog and BicolVisayas: Eastern and WesternMindanao: Northern and Southern

No counterpart in the IRR, waspresented due to the request of Luzon Geographical Region.

3 Breaks down Metro Manila tothe four chapters including thecities and municipalitieslocated therein

4 Eastern Metro Manila is furtherclarified by enumerating theProvince Rizal to contain AntipoloCity, Rodriguez, San Mateo andCainta.

No counterpart in the IRR, waspresented because of the need toclarify the coverage of MetroManila Area.

4 Same 55 6 Provision recognizes the four

different sectors and PICPA shallendeavor to have equal sectoralrepresentation in all its offices. TheRegional Units are required to electthe Regional Sectoralrepresentatives with four perregion, who will work with theGeographical Office and RegionalCouncils. Rules to be prescribed byNational Office.

Annex A ;paragraph 2 ;lettere; 3 rd paragraph.The PICPA shall adopt rules and regulations to implement thisdistribution of its nationaldirectors including the rotation of its president by sector in each of the regions and accordingly amend its Article of Incorporation and by-laws not later than ninety (90) daysafter the effectivity of this rules and regulations.


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V 1 Same 12-4 Same 2-45 5 Insertion of the term Geographical

Area Office as part of the newoffice structure

No counterpart in the IRR. Wasprovided for the purpose of creating the geographical office incompliance with the provision of the IRR creating the geographicalareas.

6 6 Insertion of the words CPE as partof the duties

Sec. 32 of the IRR makingmandatory the requirement of theCPE

7 7 Limitation in changing sectors nowincluded and limited to one changeevery three years.

No counterpart in the IRR, wasincluded to strengthen the sectorsand prevent members fromjumping from one sector to theother. Turncoat provision.

8 Same 89-15 Same 9-15

New 16 Roster of Practicing CPAs iscreated by the PICPA inconjunction with RA 9298 andIRR. Membership in the PICPAdoes not affect Roster and viceversa.

Sec. 21 of the IRR requiring thepreparation of Certified PublicAccountants in the practice of theprofession separate and distinctfrom the registry of CPAs by thePRC. The preparation of the rosteris for the BOA which may bedelegated to PICPA, the said rosterunder this provision is being madeby PICPA for its own listing andnot under the request of the BOA.The same will be used for the CPEprogram.


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VI 1-4 Same 1-4 No changeVII 1 Original number 25 from

various regions and sectors1 Now limited to 16 national

directors with 4 national directorscoming from each of the 4Geographical Areas. The fourdirectors shall likewise representone of the four sectors.

Annex A; paragraph 2 ;lettere; 2 nd paragraph... The fifteen (15) directorsshall be apportioned according tosectors in the four geographicalareas (eg. National CapitalRegion, Luzon, Visayas, and Mindanao) based on the ratio of latest available number of members in good standing fromthose areas.

It was believed that a more fairrepresentation of the variousgeographical areas would beachieved by providing equalrepresentation to the geographicalregions rather than the ratio of members in good standing.

2 Breakdown of 25 directorswith 17 coming from theregions and 8 from the sectors

2 Breakdown of the 16 nationaldirectors representing both theGeographical Areas and regions

together with the sectors.

Annex A ;paragraph 2 ;lettere; 1 st paragraph. Its National Directors shall be

elected in accordance with theprovisions of the CorporationCode of the Philippines and theyshould be representative of thesectors in the regions, consistent with the emphasis in RA No. 9298on sectoral practice of accountancy. There should only beone director coming from a firm or


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company and their affiliates. Adirector can only represent asector in a region if he/she hasbeen a member in good standing insuch sector in the region for at least two (2) years at the time of his/her nomination;

3 Directors are broken down asfollows:Metro Manila - 3 3Northern Luzon 2Central Luzon 2 6

Southern Luzon 2Western Visayas 2 4Eastern Visayas 2Northern Mindanao 2 4Southern Mindanao 2

Directors are elected bymembers belonging to theregion regardless of sectoraffiliation

3 Directors are broken down asfollows:Metro Manila 4Luzon 4Visayas 4

Mindanao 4

Directors are elected by membersbelonging to such region takinginto consideration their sectoralaffiliation to provide full sectoral

representation.

No two (2) national directorsserving the same year shall comefrom the same firm/company andtheir affiliates and/orgovernment/government agenciesand their instrumentalities.

Made to implement provisionsstated above. (Annex A; par. 2;letter e; 1 st Paragraph.)

Annex A ;paragraph 2 ;lettere; 1 st paragraph.There should only be onedirector coming from a firm or company and their affiliates. ;

The provision was modified on the


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ground that it should be made toapply to all institutions whetherprivate or government. Thelimitation of only one director fromeach institution was believed to betoo limiting and was raised to twoinstead of only one.

4 Sectoral directors Removed There is no longer a need for thesaid provision since the regionaldirectors would now represent bothregion and sector. (Annex A; par.2; letter e; 1 st Paragraph.)

5 Term of office 4 Retained but renumbered6 Vacancies 5 Vacancies shall be filled up by the

2nd highest number of votes in thelast annual election taking intoconsideration the region and sectorvacated. In the event of there beingno other candidate, the RegionalCouncil where the vacancy aroseshall elect a replacement director,taking into consideration the regionand sector of the vacated position.The replacement shall serve onlythe unexpired term of the director.

No counterpart in the IRR, relatesto the internal rules of theorganization.

7 Duties and powers 6 Insertion of the power of supervision over GeographicalOffices.Also inserted is the requirementthat the Board shall likewise carryout the laws of the Republic of the



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Philippines, as it may affect theprofession.

8 Board Meetings 7 Calling of a special meeting byboard members have been reducedfrom 13 to 9 due to reducednumber of directors.Reference to section on vacancieshas been changed from number 6to 5


9 Quorum 8 Renumbered but provisions are thesame.

VIII 1 Qualification of EVP1. citizen of the Philippines2. of good moral character3. member in good standing of his/her chapter4. holder of a valid CPAlicense5. must have served a full two(2) year term as nationaldirector

6. must not be more than 70years of age at the time of assuming the position of EVP

1 Qualifications for EVP1-4 same

5. must have served a full two (2)year term as director or at least 16months as an acting nationaldirector, in cases where such a

person was a replacement for avacant position

6. age limitations removed andreplaced with the requirement thatthe person must have served as anactive member of any NationalStanding Committee or an activemember of an Annual National


Believed to be an agediscriminatory provision of the by-laws and was presented to beremoved.


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Convention Committee.2 Same 23 Presidency is rotated on the

Geographical Area sequencefollowingMetro manilaVisayasLuzonMindanao

3 Rotation of presidency is based onboth regional and sectoral rotation.The sequence of rotation is asfollows:

Metro ManilaVisayasLuzonMindanao

For Sector rotation the followingsequence is followed:

Public PracticeCommerce and IndustryEducation/AcademeGovernment

The sequence of rotation,commencing from 2005 to 2021 isprovided there in.

Provision on the waiver of rights topresidency continues withoutexception as to sectors violation.

Annex A ;paragraph 2 ;lettere; 3 rd paragraph.The PICPA shall adopt rules and regulations to implement thisdistribution of its nationaldirectors including the rotation of its president by sector in each of the regions and accordingly amend its Article of Incorporation and by-laws not later than ninety (90) days

after the effectivity of this rules and regulations.

4 Same 45 Executive Vice President 5 Included in the power of the

Executive Vice President is thesupervision of the GeographicalOffice and Regional Council


6 Vacancies 6 Additional provision in cases of No counterpart in the IRR, relates


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death of the EVP wherein theregion from where the EVP iselected from shall elect areplacement, taking intoconsideration the sectorrepresented by the EVP.

to the internal rules of theorganization.

7 Exe Com composed of thePresident, EVP, VPO and VPfor prof development,Secretary and Treasurer. Someofficers may not be boardmembers

7 Exe Com composed of the Pres,EVP, VPO, Secretary andTreasurer, who are all boardmembers


8 Appointed Officers fromNational Board:VP OperationsVP Prof development andResearchTreasurerSecretary

8 Appointed Officer from NationalBoard:VP for OperationsVP for Commerce and IndustryVP for GovernmentVP for EducationVP for Public PracticeSecretaryTreasurer


9 9 Revision of the office of the

Executive Director where theposition is classified as full-timeand has a term of four years,subject to annual review and maybe removed by a 2/3 vote of thetotal number of the Board of Directors.

Annex A ;paragraph 2 ;letter

g; 3 rd paragraph.It shall have a full time career Executive Director who shallimplement the policiespromulgated by the PICPA Board of Directors and shall have adirect supervision over the PICPASecretariat.

10 VP Operations 10 Same


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11 VP for professionaldevelopment and research

11 Vice President for Public Practice,commerce and Industry,Education/Academe andGovernment


12 TreasurerRequired to submit auditedfinancial statements w/in 105days from the close of fiscalyear.In charge of the FinanceCommittee.

12 TreasurerResponsible for ensuringcompliance of financial reportingrequirements of PICPA and itschapter offices and foundations


13 Secretary 13 Same

14 Vacancies 14 SameIX New IX -1 Creation of Geographical Area

Office for the four GeographicalAreas. Composition shall be allnational directors from theGeographical Area and the electedregional sectoral representatives of the Geographical Area.

Duties include coordination of the

various Regional Councils in theGeographical Area in terms of longterm planning in administrationand sectoral concern.

The Geographical Office shall notexercise direct authority over thechapters and sectors nor have anycontrol over the chapters and

Provided for the implementation of the geographical area office asprovided in the geographical areabreakdown under the IRR. (AnnexA ;paragraph 2 ;letter e; 2 nd paragraph)


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sectors funds.

They shall likewise be responsiblein organizing geographicalmeetings, conventions and otheractivities to strengthen membershipin the Geographical Areas.

New 2 Geographical Office shall be heldin the city or province with greatestPICPA members.

Metro Manila shall hold office at

the PICPA building


New 3 Officers include the chairmanelected among senior directors.Treasurer and Secretary


New 4 Meetings held every two monthsNew 5 Special meetingsNew 6 Rules governing Geographical

Office shall be based on rulescreated by the National Board

IX 1 Composition of RegionalCouncil:1. Directors from the region2. Presidents of the chapters of the region

Composition of the SectoralCouncil shall be composed of directors from the sector andnationally elected five (5)

X-1 Composition of Regional Council:1. National Director from theregion2. Presidents of chapters belongingto such region.3. Four Regional SectoralRepresentatives

No longer exists



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member council

Duties of Regional andSectoral Councils

Duties of Regional Council remainthe same with the exclusion of Sectoral Councils, which havebeen eliminated.

2 Same 2 Same3 3 Chairman shall be the director of

the region. Metro Manila shall

choose from among the directors.

Provision relating to sectoraldirector removed.

Regional Treasurer and RegionalSecretary office maintained exceptfor the removal of the sectoralcouncil officers.

No counterpart in the IRR, relatesto the internal rules of the

organization.

4 4 Provisions and words relating to

sectoral councils removed5 5 Special meetings

No counterpart 6 Regional Sectoral Representatives.Each sector per region shall elect aRegional Sectoral Representativewho shall serve for a term of oneyear; they shall participate in boththe Geographical Office andRegional Council.



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In cases of vacancy of the office of

the Regional Sectoralrepresentatives, the same shall befilled up by the Geographical AreaOffice.

6 Same 7X 1 Chapter Organization XI-1 Same

2 Same 23 Membership of chapters from

7 to 153 Membership of chapters now from

8 to 16 directorsNo counterpart in the IRR, relatesto the internal rules of theorganization.

4 Chapter President 4 Additional rules require that aperson to be elected as chapterpresident be required to haveserved as a chapter officer in theparticular chapter.


5 Vice President 5 Same6 Secretary 6 Same7 Treasurer 7 Same

No counterpart 8 Sectoral directors for each sectorshall be elected per chapter. Thesectoral directors shall work withthe President and the RegionalSectoral Representatives in order topromote the needs of the particularsectors.


8 Meeting 9 Same9 Chapter Rules 10 Same10 International affiliates 11 Same


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11 Rules on affiliates 12 SameXI 1 Comelec 1 Modified by removal of sectoral

directors and counc il members andthe inclusion of regional sectoralrepresentatives

No counterpart in the IRR, relates


2 Same 23 Same 34 Chapter officers election made

on any day of September4 Election prescribed on the 30 th day

of September, if falling on aSunday, the next business day.


5 Regional Directors 5 Renamed National Directors6 Formerly provisions on

sectoral directors/officerswhose offices no longer exist

6 Replaced by Regional SectoralRepresentatives who shall beelected regionally and on a persector basis


7 Provision contains the date of September 30 as election date

7 Provision relating to September 30was removed because it wasalready stated in Section 4 above.

8 Provision contains reference tosectoral councils which nolonger exist

8 Provision of sectoral councilsremoved.

9 Provisions for RegionalCouncil elections and sectoralcouncil.

9 Nominations for regional directorremain the same except as to thequalification of sectors.

Provisions for nomination of regional sectoral representatives isprovided.

A person nominated for regionaldirector may not be nominated for



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regional sectoral representatives.

Requirement that a person runningfor National Director or RegionalSectoral Representative shall notchange sectors for at least threeyears prior to the election.

Turncoat provision.

10 Qualifications for NationalDirectors

1.

Filipino citizen2.

of good moralcharacter

3. a member in goodstanding4.

a holder of a valid CPAlicense

5.

A resident of theregion/sector he/sherepresents for at leastthree (3) yearsimmediately precedingthe election

6.

At least thirty five (35)

10 Qualification for NationalDirectors

1.-4. the same

5. A resident of the region andmember of the sector he/sherepresents for at least three (3)years immediately preceding theelection.

6. same

Annex A ;paragraph 2 ;lettere; 1 st paragraph.. A director can only represent a sector in a region if he/she hasbeen a member in good standing in

such sector in the region for at least two (2) years at the time of his/her nomination;The two year limit was increasedto three years to assure sectoralservice.


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years old at the time of the filing fo his /her

certificates of candidacy

7.

Full term chapterpresident /sectoralcouncil member for atleast one (1) yearimmediatelypreceeding his/hernomination.

No counterpart

7.Full term chapter president orregional sectoral representative forat least one (1) year immediatelypreceding his/her nomination.

Qualifications for Regional

Sectoral Reps.1.

Filipino Citizen

2.

of good moral character3.

a member in good standing

4.

holder of a valid CPAlicense

5.

resident of the region andmember of the sector he/sherepresents for the last 3years prior to elections

6. at least 35 years of age onthe date of filing of candidacy

7.

has served as a chaptersectoral director for theparticular sector for at leastone year prior to theimmediately precedingelection.


No counterpart in the IRR, relates



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11 List of Nominees state that thedate of nomination for

candidates be on September 8whiles submission of thecertificate of candidacySeptember 15

11 Dates have been changed such thatnomination for candidates be on

August 8 and the submissioncertificates of candidacy be issuedby August 16. This is to meet the45 day requirement of theComelec.

No counterpart in the IRR, relatesto the internal rules of the

organization.

12 Same 12 Same13 Same 13 Same

XII 1 Annual Meeting of Picpamembers

XIII-1

Second paragraph relating to theannual elections has been removed.


2 Same special meeting 2 Same3 Same notice 3 Same4 Same quorum 4 Same5 Same vote 5 Same6 Order of Business

a.

Proof of Required Noticeof Meeting;

b.

Proof of Presence of Quorum;

c.

Reading and Approval of Minutes of PreviousMeeting;

d.

Report of Activities duringthe Year;

e.

New Business; andf.

Adjournment

6 Order of Business revised asfollows:

a.

Call to orderb.

Proof of sending orpublication of notice

c.

Certification as to presenceof quorum

d.

Reading and approval of minutes

e.

Business arising fromminutes

f.

Report of the Presidentg.

Report of the Treasurer

h.

New Businessi.

Adjournment



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XIII 1 National Committee XIV 1

Same

2-7 Same 2-7 SameXIV 1 Finances XV

12 Same 23 Dues and other accounts

Thirty five percent (35%) forthe Chapter;

Ten percent (10%) for theRegional Council;

Ten percent (10%) for the

Sectoral Council;Forty Five percent (45%) for

the National Office;

3 Dues and other accountsThirty five percent (35%) for the

Chapter;Ten percent (10%) for the

Geographical Area Office;Ten percent (10%) for the Regional

Council;Forty Five percent (45%) for theNational Office;


4-5 Same 4-5 SameNone 6 Limitation on expenditures by the

Institute to 80% on fees collected.Board Meetings 11% Presidentsexpense 6%. Annual budget mustbe presented before disbursementof any expenses


XV 1 Non-political association XVI-1

Same

2-4 Same 2-4 SameXVI 1 Rules of Order same XVII

-1Same

XVII

1 Rules of Conduct same XVIII 1

Same

XVI 1 Ethics Board XIX- Same


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II 12-14 Same 2-14 Same

NEW XX 1

Long Range Planning Board Board and term of members


2 Qualification of members3 Functions4 Appropriation5 Chapter long range planning

boardsNEW XXI CPE Council Sec. 32 of the IRR making

mandatory the requirement of theCPE

1 CompositionChairman, Vice-Chairman andeight members for a term of threeyears each

2 Qualifications3 members each from educationand public practice and 2 membersfrom government and commerceand industry

3 Functions4 Funding primarily coming from

the funds from the PRCAccreditation processing. Thenational board will still approvebudget.

5 Chapter CPE CouncilXIX 1 Amendments same XXII Amendments inclusion of No counterpart in the IRR, relates


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submission of proposedamendment to the Geographical

Office and removal of SectoralCouncil


XX 1 Transitory Provision XXIII 1

Transitory provisions effectivitydate of January 2006 for election of chapter, regional sectoralrepresentatives and nationalofficers


2 Transitional Board for 2006, 2007,2008

3 Transition for rotation of presidentshall be based on regional rotationuntil 2008 but full implementationshall be on 2009

4 Transitory powers to the Board toprovide rules for the expeditioustransition of the by-laws.

Comparison of Existing by-laws of Picpa With Proposed Amended by-laws

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