Tourism Congress of the Philippines

The Voice of Philippine Tourism Indusstry

Be a Member

By-Laws

BY-LAWS OF THE TOURISM CONGRESS INC.

(as amended on November 2020)

ARTICLE 1 – NAME AND OFFICE

SECTION 1. Pursuant to Section 104 of the Republic Act 9593, otherwise known as the Tourism Act of 2009 and Section 137 of its Implementing Rules and Regulation as amended, the Tourism Congress Inc., hereinafter also after referred to as the Congress, is constituted. 

SECTION 2. The principal office of the Tourism Congress Inc. shall be located in Metro Manila. 

ARTICLE II – PRIMARY PURPOSES

SECTION 3. The purpose or purposes for which the Tourism Congress Inc. is created are: 

a.) To serve as the private sector consultative body to assist the government in the development, implementation and coordination of Philippine tourism policy (Section 104, RA NO. 9593); 
b.) To nominate such representatives as required under RA No. 9593 (Section 104, RA No. 9593); 
c.) To make recommendations for appointment by the President of representative directors of the TPB Board, DFPC Board and TIEZA Board pursuant to Section 65, paragraph (g) of RA No. 9593; 
d.) To collaborate and coordinate efforts and resources of private sectors industry stakeholder in the formulation and development of strategies to sustain economic growth which may serve as vital in-outs to the government through the Department of Tourism; 
e.) To serve as an important link in developing a stronger and an institutionalized partnership between the government through  the Department of Tourism and the private sector industry stakeholders; 
f.) To promote favorable working relations among the tourism industry stakeholders thereby ensuring a more responsible and healthy business environment; 
g.) To serve as the voice of the tourism industry on matters of national interest, particularly those that affect the private sector; 
h.) To do such other acts as consistent with and beneficial to the Philippine tourism policy. 

ARTICLE III – MEMBERSHIP

SECTION 4. The membership of the Tourism Congress shall be composed of: 

a.) Regular Members
b.) Associate Members

SECTION 4A. Regular Members – The Tourism Congress shall be composed of representatives of all accredited tourism enterprises and former Secretaries of Tourism (IRR Sec 137). 

“Tourism Enterprises” refers to facilities, services and attractions involved in tourism, such as, but not limited to: travel and tour services; tourist transport services, whether for land, sea or air transportation; tour guides; adventure sports services, whether such sports as mountaineering, spelunking, scuba diving, and other sports activities of significant tourism potential; convention organizers; accommodation establishments, including, but not limited to, hotels, resorts, apartelles, tourist inns, motels, pension houses, and home stay operators; tourism estate management services, restaurants, shops and department stores, sports and recreational centers, spas, museums and galleries, theme parks, convention centers and zoos; (RA9593. Sec. 4, (p)). 

“Primary tourism enterprises” refers to travel and tour services; land, sea and air transport services exclusively for tourist us; accommodation establishments; convention and exhibition organizers, suppliers and services; tourism estate management; and such other enterprises as may be identified by the Secretary, after due consultation with concerned sectors; (RA 9593. Sec 4 (q). 

“Secondary tourism enterprises” refers to all other tourism enterprises not covered by the preceding subsection (RA 9593. Sec 4 (r)).

All primary tourism enterprises shall be periodically required to obtain accreditation from the Department as to the quality of their facilities and standard services. Accreditation shall be voluntary for secondary tourism enterprises. (Section 39, RA No. 9593). 

SECTION 4B.  Associate Members – Associate members are composed of Associations and Organizations promoting tourism, or secondary tourism enterprises accredited with other government organizations. For this purpose, enterprises for which there is no specific accreditation process, the presentation of registration with the Securities and Exchange Commission or the Department of Trade and Industry shall be sufficient. For associations and organizations, they will be represented by their authorized representative duly endorsed by their board.

Associate members do not have any voting rights.

SECTION 4C. Secondary tourism enterprises that are accredited with the Department of Tourism shall be deemed Regular Members.

SECTION 4D. Third Party Agreements – The Board of Trustees may establish contractual arrangements with government, quasi-government, non-government and private entities. Such partnerships do not create or establish membership status, rights, or obligations and shall be governed by their respective contractual arrangements.

In no case shall government or quasi-government entities be admitted to, or considered as, regular or associate members of the Association.

SECTION 5. Application for membership – Application for membership shall be submitted in the prescribed form and filed with the Board of Trustees shall accept or reject applications with the affirmative vote of the Trustees present at a meeting called for the purpose. 

SECTION 6. Loss of membership – The following are grounds for the cancellation of membership by the Board of Trustees: 

a.) Cancellation of accreditation by the DOT unless such decision is appealed by the tourism enterprise concerned; furthermore, suspension of an accredited tourism enterprise by the DOT shall consequently suspend its membership with the Tourism Congress and shall be revived only upon lifting of such suspension by DOT; 
b.) The suspension or cancellation of business permit by the local government or SEC/DTI where business is registered unless such decision is contested by suspended or cancelled tourism enterprise.

Provided that the finality of the cancellation of membership of an accredited enterprise by the Dept. of Tourism or Local government where it is registered or by the SEC or DTI shall automatically cancel the membership of the same with the Tourism Congress. 

SECTION 7. Rights and Privileges of Members – Subject to the limitations of the preceding sections, every member in good standing through its authorized representative shall be entitled to:

a.) Vote in all membership meetings of the Tourism Congress; 
b.) To participate in all deliberations and/ or meetings of the Tourism Congress; 
c.) To examine the records or books of the Tourism Congress during business hours; 
d.) Vote and be voted upon in any election for any office of the Tourism Congress as as to be nominated as representative on the Boards of the attached agencies of the Department of Tourism, namely the Tourism Promotions Board (also referred to as “TPB” or “TPB”), the Tourism Infrastructure and Enterprise Zone Authority (also referred to as “TIEZA”), and the Duty Free Philippines Corporation (also referred to as “DFPC”), as provided for pursuant to RA No. 9593, otherwise known as the Tourism Act of 2009 and its Implementing Rules and Regulations (IRR); Provided, That, in order to be eligible for this purpose, the procedure and qualifications outlined in this Constitution and By-Laws in the article entitled Representation in the Board of Directors of the TPB, TIEZA and DFPC shall be complied with.  

SECTION 8. Duties of Members – All members shall have the following duties and obligations: 

a.) To abide by this Constitution and By-Laws and comply with all resolutions, rules and regulations duly promulgated by the Board of Trustees; 
b.) To pay dues as provided by this Constitution and By-Laws, and all other financial obligations as maybe imposed to the Tourism Congress; 
c.) To attend membership meetings of the Tourism Congress; 
d.) To discharge any assignment given them by the Board of Trustees or by the President; 
e.) To promote the purposes of the Tourism Congress in accordance with Article II of this Constitution.

ARTICLE IV – FINANCES AND MEMBERSHIP DUES

SECTION 9. Membership application fees – The amount of membership application fees shall be determined by the Board of Trustees and paid to the Tourism Congress through its Treasurer upon submission of the application for membership; 

SECTION 10. Membership Dues – The annual dues shall be determined by the Board of Trustees. Such annual dues may be adjusted no more than once a year, taking into consideration with the needs of times. In no case however shall the Board lower or cut the prevailing annual dues. All annual dues shall be remitted via bank transfer/ specified bank account, cheque or cash to the designated office. 

SECTION 11. Special Assessment – The Tourism Congress may impose special assessments provided a proposal has been made and presented to and voted upon by majority of the members.

The special assessment must be contained in the budget of Congress and must pertain to expenses;

SECTION 12. Disputes of Dues – If any member disagrees with the statement of account made by the Treasury, a written objection thereto must be filed with the Treasurer within one month after notice thereof. The President shall make the final decision to resolve the dispute. 

SECTION 13. Failure to pay – Any member who fails to pay annual membership dues within ninety (90) days or three (3) written reminders of outstanding dues shall automatically be dropped from the Roster of Members of the Tourism Congress unless properly reinstated by the Board of Trustee upon payment of fees. 

SECTION 14. Allocation of Dues – Until otherwise revised by the General Assembly in the allocation of the membership dues collected by the Organization the Treasurer shall prepare and submit to the Board of Directors his/her recommendations on the allocation of the budget for the ensuing year which will then be presented to the General Membership for ratification and approval. 

SECTION 15. Bank account – Tourism Congress shall maintain an account with a reputable bank in good standing to be approved by the Board. 

All funds remaining in the hands of the outgoing Treasurer, shall likewise be turned over to the incoming Treasuer within (30) days from election. 

SECTION 16. Bank account and Signatories – all disbursements from the Congress’s bank accounts or certificate of deposit shall require at least two (2) authorized signatories, to be designated by the Board in a resolution for that purpose unless otherwise provided for herein. 

SECTION 17. External Auditor – The Organization shall retain an External Auditor approved by the Board. He/she shall conduct an audit of the Organization’s finances at least once per annum, or as often as the Board may decide. 

ARTICLE V – REPRESENTATION IN THE BOARD OF DIRECTORS OF THE TPB, TIEZA AND DFPC

SECTION 18. Qualification of candidates – In the selection to be nominated to the portion pertaining to the private sector representatives of the Board of Directors to the TPB, the TIEZA, and the DFPC, the Tourism Congress shall ensure that the following minimum qualifications shall be complied with: 

a.) Candidates must be Filipino citizens; 
b.) With recognized competence in business management, marketing, finance, tourism and other related fields; 
c.) Must represent an accredited tourism enterprise as of the date of selection and appointment; 
d.) Must be high ranking official of an accredited tourism enterprise or registered enterprise, as the case may be, and
e.) Must be duly authorized to attend the meeting by the governing Board of the company he/she is representing and vote and be voted upon. 

SECTION 19. The qualifications of the candidates to be nominated to the portion pertaining to the private sector representatives of the Board of Directors of the TPB, the TIEZA, and the DFPC, mentioned in the immediately preceding Section may not be changed by the Tourism Congress unless the changes are duly promulgated by the Department of Tourism, in consultation and with the consent of the respective Board of Directors of the TPB, TIEZA and DFPC, in a subsequent issuance. 

SECTION 20. TPB – The Tourism Congress is represented on the Board of TPB with five (5) directors. The Tourism Congress submits a list of three (3) candidates from among its members from the following sectors, providing as far as practicable, equal representation from Luzon, Visayas and Mindanao. 

a.) Accommodation enterprises; 
b.) Travel and tour services; 
c.) Land, air and sea tourist transport services; 
d.) Conventions and exhibition services and suppliers; 
e.) Other accredited tourism enterprises. 

Their term is governed by the GOCC regulations. 

SECTION 21. TIEZA – The Tourism Congress is represented on the Board of TIEZA with five (5) directors. The Tourism Congress submits a list of three (3) candidates from among its members from the following sectors, providing as far as practicable, equal representation from Luzon, Visayas and Mindanao. 

a.) Accommodation enterprises; 
b.) Travel and tour services; 
c.) Land, air and sea tourist transport services; 
d.) Conventions and exhibition services and suppliers; 
e.) Other accredited tourism enterprises. 

Their term is governed by the GOCC regulations. 

SECTION 22. DFPC – The Tourism Congress is represented on the Board of DFPC with three (3) directors. The Tourism Congress nominates candidates from among its members with representation from the various sectors and providing as far as practicable equal representation from Luzon, Visayas and Mindanao. They must be Filipinos with recognized competence in business management, marketing, finance, tourism and other related fields, provided that there shall be no conflict of interest in any matter concerning the operations of the DFPC.  

Their term is governed by the GOCC regulations. 

SECTION 23. Nomination of candidates to the private sector representative to the Tourism Coordinating Council – the Tourism Congress shall, subject to the qualifications mentioned in Section 1 of this Article, also nominate and endorse to the Secretary of Tourism a representative from among its members to represent the tourism industry in the Tourism Coordinating Council. 

SECTION 24. Submission of nominees to the Secretary of Tourism – The Tourism Congress shall transmit, through a Board Resolution, to the Secretary of Tourism for endorsement to the President, the candidates nominated to the TPB, the TIEZA, and the DFPC Board of Directors in accordance with Sections 3, 4 and 5, of this Article; Provided, that the Board Resolution shall state that the Tourism Congress certifies that the nominees possess the qualifications set forth for said nominees in the Implementing Rules and Regulations of R.A. No. 9593 as promulgated by the Department of Tourism; Provided, further, That, subsequent nominations to the TPB, the TIEZA, and the DFPC shall observe the same procedure of endorsement and certification of the nominees by the Tourism Congress to the Secretary of Tourism. 

Notwithstanding the implementing rules and regulations of RA 9593, the GOCC regulations may supersede.

ARTICLE VI – MEETINGS

SECTION 25. Annual Meetings – The annual meeting of the members shall be held at the place duly designated by the Board every November of each year. The President and Treasurer shall render his/her annual report to the members regarding the activities of the Tourism Congress. The election of the Board of Trustee shall also be held during this meeting. 

SECTION 26. Extraordinary Meetings – Extraordinary meetings of the members shall be called as the need thereof arises, by the Board of Trustees or the President or upon petition of 1/3 of the general membership. 

SECTION 27. Consultative Meetings – Each region organizes at least one (1) consultative meeting per year. 

SECTION 28. Meetings of Board of Trustees – Such meetings should be held not less than four (4) times per calendar year.

SECTION 29. Executive Committee Meetings – Such meetings shall be called by the President as and when necessary. 

SECTION 29A. Venue of Meetings – For Annual Meetings, Extraordinary Meetings, Consultative Meetings, or Meetings of the Board of Trustees, the Board of Trustees may by majority vote hold the meeting in person, or by video- or tele-conference, or combinations thereof, and the quorum shall be determined from the total number of persons both physically and virtually present.

SECTION 30. Notices – Notices of the time and place of all meetings shall be given personally, by special delivery mail, courier, or electronic mail, at least two (2) weeks before the date set for such meeting. The notice of every special meeting shall state briefly the purpose of the meeting.

SECTION 31. Quorum – A quorum for any meeting of the members shall consist of a simple majority of members of good standing. A majority vote of the members present constitute a quorum shall decide on any matter of the meeting, except those matters where the Corporation Code requires the affirmative vote of a greater portion. 

SECTION 32. Proxy – A proxy can be extended to another associate within the same member company, or to any other member of the Tourism Congress, whether or not from the same sector or region. This shall be in writing and filed with the Secretary of the Tourism Congress before the scheduled meeting.

SECTION 33. Order of Business – The order of business at the annual meeting of the members shall be as follows: 

a.) Proof of service of the required notice of meeting. 
b.) Proof of presence of a quorum.
c.) Reading and approval of the minutes of the previous annual meeting and action thereon.
d.) Unfinished business. 
e.) Annual Report of the President. 
f.) Annual Report of the Treasurer. 
g.) Consideration of resolutions. 
h.) Consideration of amendments to the Constitution and By-Laws (if any)
i.) Election of the Trustees for the ensuing year. 
j.) Other matters. 
k.) Adjournment. 

SECTION 34. Order of the Meeting – The revised Robert’s Rules of Order shall govern the proceedings of all meetings of the Tourism Congress. 

ARTICLE VII – ELECTIONS

SECTIONS 35. The Congress shall elect eighteen (18) trustees nominated from among its members in good standing. 

Only high ranking officials of tourism enterprises accredited by the Department of Tourism or other government regulatory bodies shall be elected officers of the Congress. (IRR Sec 137 (c))  Luzon, Visayas and Mindanao shall each be represented by six (6) trustees from the following sectors: 

a.) Accommodation enterprises
b.) Travel and tour services
c.) Land, air and sea tourist transport services
d.) Conventions and exhibition services and suppliers
e.) Tourism estate development and management services 
f.) Other accredited tourism enterprises

SECTION 36. Term of Office – The term of office of a trustee shall be two (2) years with a maximum of three (3) consecutive terms. 

SECTIONS 37. An electoral committee of three (3) members shall be appointed by the President with the approval of the Board of Trustees from among members who will not be candidates at east fourteen (14) calendar days prior to the election date to screen nominations and set-up election procedures. 

SECTION 38. The voting for the election of trustees shall be officially certified by the Secretary. 

SECTION 39. Any bonafide member can be elected ‘in absentia’ provided he has previously indicated his acceptance of availability for the nomination. 

SECTIONS 40. Candidates shall have been members in good standing continuously for one (1) year at least prior to the election. 

SECTION 41. The election of Trustees and Officers shall be by secret ballot. The electoral committee may provide for a system of remote or electronic voting, provided that the secrecy of the balloting process is preserved.

SECTION 42. Voting Proxy – Each member shall be entitled to one vote, and he may vote either in person or by proxy. Such proxy can only be extended to another Associate within the same member company. This shall be in writing and filed with the Secretary of the Tourism Congress before the scheduled election. 

ARTICLE VIII – TRUSTEES

SECTION 43. Board of Trustees – The corporate powers of the Tourism Congress shall be exercised, its business conducted and its property controlled by the Board of Trustees, consisting of eighteen (18) members including a President, an Executive Vice President, three (3) Vice Presidents (one from Luzon, one from Visayas, one from Mindanao), a Secretary, a Treasurer, a Public Relations Officer, and nine (9) members. 

The Board of Trustees must have equal representations from Luzon, Visayas, Mindanao in each of the following sectors: 

a.) Accommodation enterprises
b.) Travel and tour services
c.) Land, air and sea tourist transport services
d.) Conventions and Exhibition Services and Suppliers
e.) Tourism estate development and management services 
f.) Other accredited tourism enterprises

SECTION 44. Qualifications – The Trustees to be elected must be of legal age and members of the Tourism Congress, in good standing for at least one (1) year.  

SECTION 44A. Sectoral Vacancies – In the event that a specific sector lacks representation on the Board of Trustees, and there are no regular members qualified to stand for election or be appointed, the Board, by a majority vote, may appoint, in the following order:

a.) A regular member from the said sector and geographic area, but might not have met the one (1) year of good standing requirement,
b.) A regular member from another sector, but from the same geographic area, or from the same sector but another geographic area, or
c.) A regular member who is otherwise barred from reelection on account of term limits.

SECTION 45. Disqualification of Trustees or Officers – No member convicted by final judgement of an offense punishable by imprisonment for a period exceeding six (6) years, or a violation of the Corporation Code of the Philippines committed within five (5) years prior to the date of his/her election or appointment, shall qualify as a trustee or officer. 

SECTION 46. Term of Office of Trustees – The trustees shall hold office for maximum of three (3) consecutive terms and until their successors are duly elected and qualified in the next election duly called for the purpose: Provided, however that, in case of vacancy in the Board of Trustee other than by the expiration of the term, such as by death, resignation, or removal, the Board, by a majority vote of the remaining trustees, if still constituting a quorum, shall fill the vacancy by appointment, otherwise, vacancies shall be filled by the members of the Tourism Congress in a regular or special meeting called for the purpose; 

Provided further that in case the Board of Trustee who has vacated or lost his/her seat in the Board represents a region, his/her replacement shall come from the same region; 

Provided furthermore that the new Trustee shall satisfy all the qualifications of a Trustee of the Tourism Congress in this Constitution and By-Laws and shall hold office only for the unexpired term of the previous Trustee which he/she succeed. 

Member of the Board of Trustees or Officers shall serve for a term of two (2) years with a maximum of three (3) consecutive terms. Such member may be eligible for elections again after two (2) years following the ending of the term. 

Any appointment to the Board is in the name of the person / member and not in the name of the establishment he represents. 

In case of a draw of number of votes received in the election of trustees, the establishment with no longer membership is considered elected. 

SECTION 47. No elected member of the Board of Trustees shall be eligible for nomination as representative directors to the TPB, TIEZA and DFPC, during their term. 

SECTION 48. Functions of the Board of Trustees – The Board of Trustee shall perform the following functions: 

a.) Is charged with the responsibility of accomplishing the purposes and objectives of the Tourism Congress. It shall manage and control all activities and properties of the Tourism Congress and exercise all corporate powers inherent thereto. 
b.) Make appropriations and authorize disbursements from funds of the Tourism Congress. 
c.) Appoint staff and employees and fix the terms and conditions of their employment. 
d.) Receive and act on reports and recommendations submitted by the committees created by the Tourism Congress. 
e.) Engage the services of an Auditor and/or legal counsellors and other professionals as may be deemed necessary. 
f.) Adopt a corporate seal of the Tourism Congress. 

SECTION 48. Quorum of the Board of Trustees – The presence in a meeting duly called of a majority of the Board of Trustees shall constitute a quorum and the affirmative vote of at least a majority of the quorum shall be necessary to constitute a binding corporate act. 

SECTION 49. Liability of Trustees – Trustees of the Tourism Congress who willfully and knowingly vote for or assent to patently unlawful acts of the Tourism Congress or who are guilty of gross negligence or bad faith in directing the affairs of the Tourism Congress or acquire any personal or pecuniary interest in conflict with their duty as such trustees shall be liable jointly and severally for all damages resulting therefrom suffered by the Tourism Congress, its members and other persons.

ARTICLE IX – OFFICERS

SECTION 50. Officers – The officers of the Tourism Congress shall consist of a President; an Executive Vice-President; three (3) Vice-Presidents to represent Luzon, Visayas and Mindanao; a Secretary, a Treasurer, an Assistant Treasurer, and a Public Relations Officer. They shall be elected by the Board of Trustees from among themselves. That, no one shall act as President and Secretary or as President and Treasurer at the same time; 

The three (3) Vice Presidents shall be elected from among respective regional trustees. 

The Secretary shall be a resident and citizen of the Philippines. 

These officers shall form the Executive Committee. 

Provided that only high ranking officials of tourism enterprises accredited by the Department of Tourism or other government regulatory bodies shall be elected officers of the Tourism Congress. 

SECTION 51. Term of Office of Officers – All officers of the Tourism Congress shall hold office for two (2) years however not more than three (3) consecutive terms and until the successors are duly elected and qualified. In the event of sickness, absence, temporary disability or temporary incapacity of the President, the Board of Trustees shall appoint an Acting President from among its Trustees with the powers and prerogatives pertaining to the President under this Constitution and By-Laws for the duration of such sickness, absence, temporary disability or temporary incapacity of the President;

Provided that, in the event of resignation, death or permanent incapacity of the President or any other elective officer, the Board of Trustees shall elect the successor to serve the unexpired term. 

SECTION 52. Liability of Officers – Officers of the Tourism Congress who willfully and knowingly vote for or assent to patently unlawful acts of the Tourism Congress or who are guilty of gross negligence or bad faith in directing the affairs of the Tourism Congress or acquire any personal or pecuniary interest in conflict with their duty as such trustees shall be jointly and severally for all damages therefrom suffered by the Tourism Congress, its members and other persons. 

ARTICLE X – FUNTIONS AND POWERS OF OFFICERS

SECTION 53. President – The President shall be the Chief Executive Officer of the Tourism Congress. He/she shall preside in all meetings of the members of the Tourism Congress and the Board of Trustees. 

He/she shall execute all resolutions of the Board of Trustees. He/she shall be charged with directing and overseeing the activities of the Tourism Congress. He/she shall submit to the Board as soon as possible after the close of fiscal year, and to the members at each annual meeting, a complete report of the activities and operations of the Tourism Congress for the fiscal year under his term. 

SECTION 54. Executive Vice-President – The Executive Vice-President, if qualified, shall exercise all powers and perform all duties of the President during the absence or incapacity of the latter and shall perform duties that may be assigned by the Board of Trustees. 

SECTION 55. Vice-Presidents – The Vice-Presidents for Luzon, Visayas and Mindanao shall exercise all powers and duties that may be assigned to them by the Board of Trustees. 

Their primary duties include: to canvass for members; to organize consultative meetings, to foster networks and friendly relationship among its members. 

SECTION 56. Secretary – The Secretary shall circularize among the members all important policies, resolutions and projects adopted by the board of trustees, give notices required by this Constitution and By-Laws and keep minutes of all meetings of the members and of the Board of Trustees in a book kept for the purpose. He/she shall be the custodian of all records, documents and correspondence. He/she shall maintains an up-to-date membership roster. He/she shall keep the seal of the Tourism Congress and affix such seal to any paper or instrument requiring the same. He/she shall have custody of the members’ register and the corresponding files of the Tourism Congress. He/she shall also perform all such other duties and work as the Board of Trustees may from time to time assign to him/her. 

SECTION 57. Treasurer – The Treasurer shall have charge of the funds, receipts and disbursement of the Tourism Congress. He/ she shall keep all moneys and other valuables of the Tourism Congress in such banks as the Board of Trustees may designate. He/she shall keep and have charge of the books of accounts. He/she shall also perform such other duties and functions as may be assigned to him/her from time to time by the Board of Trustees. He/she shall post a bond in such amount as may be fixed by the Board of Trustees. 

SECTION 58. Public Relations Officer – The Public Relation Officer handles all communications with the membership, public, press and media. The position holder prepares press releases and communications as approved by the Executive Committee. He/she shall in charge of the newsletter and website content. 

SECTION 59. External Auditor – The Auditor is from outside of the Tourism Congress and appointment by the Executive Committee on a calendar to calendar year basis. The auditor has no voting rights. 

SECTION 60. Legal Counsel – The legal counsel is from outside of the Tourism Congress and appointed by the Board of Trustees on a calendar to calendar year basis. The legal counsel has no voting rights. 

ARTICLE XI – COMMITEES

SECTION 61. Creation of Committees – The Board of Trustees shall create such committee as may be deemed necessary to effectively carry out the objectives of the Tourism Congress, such as the creation of technical working groups, policy advocacy group, finance and oversight committee, membership committee, ethics committee, ethics committee, nominations committee, ways and means committee, policy research and development committee. 

SECTION 62. Executive Committee – There shall be an Executive Committee composed of not less than nine (9) members of the Board of Trustees to be appointed by the Board. Said Executive Committee may act pertaining to the general policy and such other matters as the Board of Trustees may delegate for its action before and in between Board meetings except with respect to: (1) approval of any action for which the members’ approval is also required; (2) the filling of vacancies in the Board; (3) the amendment or repeal of Constitution and By-Laws; (4) the amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable. 

ARTICLE XII – SECRETARIAT

SECTION 63. The Tourism Congress shall create, through its Board, a Secretariat which will serve as its main support unit in its principal office; Provided that the Tourism Congress may, as it may deem proper and to expedite its administrative operational process and for practical intents and purposes, may create separate Secretariats in each of the region covering Luzon, Visayas and Mindanao. 

SECTION 64. The Secretariat shall have the following functions and responsibilities. 

a.) Provide administrative support to the Tourism Congress; 
b.) Organize and make all necessary arrangements for Tourism Congress meetings and conferences;
c.) Assist in the preparation of the minutes of meetings and resolutions of the Tourism Congress; 
d.) Assist the Secretary regarding the custody of the Association’s documents and other records; 
e.) Assist the Secretary in the preparation of notices of meetings and in the recording of the minutes of the Tourism Congress’ meetings; 
f.) Act as the central channel of communications for the Tourism Congress and with its members. 

ARTICLE XIII – SUSPENSION, EXPULSION, TERMINATION OF MEMBERSHIP

SECTION 65. Suspension, expulsion, and termination of membership shall be in accordance with the rules and regulations of the Tourism Congress. 

SECTION 66. Any member of the Tourism Congress may file charges against a member by filling a written complaint with the Secretary of the Tourism Congress. The Board  of Trustees shall call a special meeting to consider the charges. The affirmative vote of majority of all the Trustees shall be necessary to suspend a member, provided that where the penalty is expulsion, the affirmative vote of the majority of all members of the Tourism Congress shall be necessary. 

ARTICLE XIV – FUND

SECTION 67. Funds – The funds of the Tourism Congress shall derived from application/admission fees, annual dues and special assessments of members, gifts or donations.  The Tourism Congress prepares an annual budget of its operational expenses. The Department of Tourism shall provide the necessary funds. 

SECTION 68. Disbursements – Withdrawal from the funds of the Tourism Congress, whether by check or any instrument shall be signed by the Treasurer and countersigned by the President. If necessary, the Board of Trustees may designate other signatories. 

SECTION 69. Fiscal Year – The fiscal year of the Tourism Congress shall be from January 1st to December 31st of each year. 

ARTICLE XV – GRIEVANCE PROCEDURE AND DISCIPLINARY ACTIONS

SECTION 70. Grievance Committee – There is hereby created a Grievance Committee composed of an lead arbiter and four (4) members who shall have been, at the time of their appointment, a member of the Organization is good standing for the last three years prior to their appointment. The lead arbiter is elected from the Officers, two (2) members are from the Board of Trustees and two (2) members from the General Membership, as appointed by the Board of Trustees. 

SECTION 71. Jurisdiction – The Grievance Committee shall have original jurisdiction to hear and decide cases involving: 

a.) Controversies arising out of inter-Congress or intra-Congress relations; between and among individual members; between any or all of them and the cluster (region) of which they are members, respectively; 
b.) Controversies in the election or appointment of Congress officers, directors or trustees;
c.) Controversies between any association, individual members and the officer regard to interpretation, application or compliance with any of the provisions of this Constitution and By-laws. 

SECTION 72. Procedure – The Grievance Committee shall, within fourteen (14) days from its composition, create its own Rules of Procedure that is deemed most appropriate in the settlement of grievance. Such Rules of Procedure shall form part of rules and regulations of Congress. 

SECTION 73. Decision and Appeal – The decision of the Grievance Committee shall be appealable to the President. The President, within fourteen (14) days from receipts of the appeal, shall forward the findings and recommendation the grievance committee. The decision of the President shall be final. 

SECTIONS 74. Grounds for Disciplinary Action – Elective and appointed members of the Congress and representatives of member organizations may be censured, suspended or expelled from the Organization fro violation of the By-Laws, conviction of any crime involving moral turpitude, dereliction of duty or conduct inimical to the interests of the Organization, misfeasance or nonfeasance shall likewise disqualify any person authorized as a representative of an enterprise. 

ARTICLE XVI – AMENDMENTS OF THE CONSTITUTION AND BY-LAWS

SECTION 75. Amendments – This Constitution and By-Laws, or any provision thereof, may be amended or repealed by a majority vote of the members and by a majority vote of the Trustees at any regular or special meeting duly held for the purpose; Provided, however, that, no amendment inconsistent with the provisions of R.A, No. 9593, otherwise known as the Tourism Act of 2009 and its Implementing Rules and Regulations promulgated by the Department of Tourism shall become effective with respect to the qualifications of membership to the Tourism Congress of the tourism enterprises and their representatives to be nominated to the TPB. TIEZA and DFPC and the Tourism Coordinating Council.