The Constitution & By-Laws of Cebu Tech Communities
An association of grassroots, professional, non-profit tech community organizations — nurturing an innovative, inclusive, and collaborative tech ecosystem in Cebu.
Constitution
The foundational identity of CTC — who we are, why we exist, and the values that hold us together.
Preamble
We, the grassroots tech community organizations of Cebu, in order to nurture an innovative, inclusive, and collaborative tech ecosystem, hereby adopt this Constitution, By-Laws, and Code of Conduct to guide our shared purpose, govern our affairs, and advance the welfare of Cebu's tech communities.
Art. I–IV Name, Purpose, Mission & Vision
Name
The organization shall be the Cebu Tech Communities (CTC) — an association of grassroots, professional, non-profit tech community organizations.
Purpose
To nurture Cebu's tech ecosystem by supporting grassroots tech communities toward becoming self-sustaining, while building partnerships and representation with sponsors, government, and stakeholders.
Mission
To increase, nurture, empower, and sustain Cebu's grassroots tech communities by sharing knowledge and resources, facilitating connections and representation, and building partnerships.
Vision
A tech ecosystem in Cebu where empowered grassroots communities drive talent development, economic opportunity, sustainable growth, and positive societal change for all.
Art. V Core Values
Six values guide every action, decision, and interaction — and they are the yardstick the Code of Conduct measures behavior against.
Give First
Contribute value — knowledge, time, mentorship — before expecting anything in return.
Innovation
The foundational reason tech communities exist — creativity and forward-thinking that pushes boundaries.
Integrity
Communities are held together by trust — honesty, transparency, and ethics in every dealing.
Collaboration
The power of working together to share knowledge and foster collective growth.
Inclusive Empowerment
Inclusion is only real when accessible and actionable — dismantle barriers, equip underrepresented voices.
Sustainability
Long-term success and responsible practices that grow the ecosystem for future generations.
Art. VI–VIII Membership, Governance & Meetings
Membership is open to organizations meeting the Community Organization definition, admitted through an incubation process. CTC is led by an elected Executive Board — President, Vice President, Secretary, Public Information Officer, Auditor, and, once activated, a Treasurer — supported by Standing and Ad Hoc Committees. The Full Members convene in a quarterly General Assembly. The detailed mechanics live in the By-Laws below.
Art. IX–X Amendments & Dissolution
Amendments
The Constitution, By-Laws, and Code of Conduct may be amended only by a Supermajority Vote under a Supermajority GA Quorum.
Dissolution
CTC may dissolve by the same threshold. Remaining assets transfer to one or more non-profits with substantially similar purposes.
By-Laws
The operating manual — how organizations join, how CTC decides, who leads, and what happens when things go wrong.
Art. 1 The Key Terms
A few definitions do a lot of work throughout the charter:
| Term | What it means |
|---|---|
| Community Organization | Grassroots-driven, professional-focused, non-profit, independent, Cebu-based, technology-related group. |
| Community Representative | Endorsed to represent an org within CTC — min 1, max 3, majority Cebu-based. |
| Designated Representative | The single rep who casts the org's one vote. One per org; can't serve two orgs at once. |
| Incubatee Member | Passed Initial Evaluation; working toward Full Membership. |
| Full Member | Graduated incubation; can vote, in good standing until March 31 with renewal. |
| Good Standing | Renewed, not suspended, not under a formally accepted complaint. |
| Valid Reason | Illness, family emergency, work, force majeure, or as the EB accepts by majority. |
A substitution of Designated Representative does not cure a recusal or vote bar attributable to the organization itself (§1.2.1.1).
Art. 2 The Membership Journey
How a Cebu tech community becomes — and stays — a Full Member of CTC.
Invitation · by invite only
Vouched for by at least three (3) Community Representatives, each from a different Full Member org.
Application
Complete the registration form maintained by the Membership Committee.
Initial Evaluation
Checked on Representation, Alignment to the CO definition, an Interview, and at least one Activity in the prior 3 months.
Incubatee Member
Status announced at the next General Assembly. 24-month clock starts
Incubation limit
Not reaching Full Membership within 24 months → removed (administrative, not expulsion). May re-apply after 1 Calendar Year.
Full Membership
Graduate on: Sustained Alignment + at least one Activity + 2 Representatives + a chosen Designated Representative.
Annual Renewal (Q1)
Renew Jan 1 – Mar 31 each year. Committee acts within 30 days; a complete on-time submission stays provisionally in good standing until it acts.
Denials of application, renewal, or status may be appealed to the Executive Board within 30 days (§2.1.8). Committee inaction within 30 days counts as a denial for appeal purposes.
§2.2 Member Duties
Attend
Regularly attend meetings and activities. Missing 3 consecutive, or 50% in a year, without valid reason = failure to attend regularly.
Vote
Only Full Members vote — at General Assemblies, elections, and relevant meetings.
Uphold
Comply with the Core Values, By-Laws, Code of Conduct, and resolutions of the Board and Assembly.
§2.3 Misconduct & Penalties
Misconduct is any violation of the By-Laws or Code of Conduct — including unauthorized commercial exploitation, misrepresentation, sudden misalignment, or reputational/operational damage to CTC. It is Individual (a rep acting personally) or Organizational (leadership, a majority of members, or an org refusing to hold a rep accountable).
Every case gets due process — evaluated by the Membership Committee, approved by the Executive Board. Penalties scale with severity:
Written Warning
A formal warning issued by the Executive Board.
Suspension
Rights & privileges suspended, up to 1 year.
Expulsion
Removal from CTC per the full procedure.
Suspension follows the same due-process requirements; a suspended member may appeal to the General Assembly within 30 days.
§2.5–2.6 Voluntary Withdrawal & Demotion
V7 added two ways an organization's status can change short of expulsion — one it chooses, one triggered by inactivity.
Voluntary Withdrawal §2.5
A Community Organization may withdraw at any time by written resignation to the Membership Committee. It takes effect on receipt and recording, after which the org forfeits all membership rights.
A withdrawal made while no complaint, suspension, or expulsion is pending is administrative — not an expulsion. The 3-year re-application bar does not apply, and the org may re-apply later under the full §2.1 process.
Demotion for Dormancy §2.6
Operational dormancy is no longer grounds for expulsion. A dormant Full Member is instead demoted to Incubatee, only after Membership Committee assessment and a chance to respond, and the demotion is reported to the next General Assembly.
Dormant = failing to restore 2 Representatives within 90 days, or no Activity in any rolling 12 months, or attending fewer than 1 General Assembly per year. A demoted org regains Full Membership by re-meeting the §2.1.6 criteria (subject to the 24-month incubation limit).
§2.4 Expulsion
Reserved for severe or repeated misconduct, renewal failure, or unresolved misalignment. Operational dormancy is no longer a ground — it's handled by demotion (§2.6) instead. The procedure is deliberately hard to abuse:
Reporting
Any Member submits a written complaint to the Executive Board.
Investigation
Membership Committee reviews; the affected org gets ≥14 days to defend in writing or at a hearing, then a formal recommendation is issued. Conflicted committee members step aside.
Board Review & Vote
Requires a 2/3 supermajority of the Executive Board present and voting.
Assembly Confirmation
Confirmed by a Supermajority Vote under a Supermajority GA Quorum (raised from majority in V7). The org under proceedings can't vote and isn't counted toward thresholds.
Consequences
Loss of all rights, removal of representation, and brand dissociation. 3-year bar on re-application, with EB clearance required after.
Art. 3 Meetings & the Quarterly Cadence
CTC runs on a predictable quarterly rhythm: the Executive Board meets in the 2nd month of each quarter, the General Assembly in the 3rd month — both on the first Saturday.
How decisions get made §3.1.6 · new in V7
V7 moved to a discuss-then-vote model. Members present at the assembly no longer have to vote on the spot — instead, every Decision Point is opened for discussion, and all Full Members cast their votes privately within the voting window so discussion can continue in the interim.
Voting on a point opens 7 days after it was raised and stays open for 7 more days. A decision is valid when the distinct Full Members who voted meet the quorum threshold (§3.4) and the applicable voting threshold (§3.5) is met.
Must stay synchronous (cannot be decided this way): amendments to the By-Laws, dissolution, removal of an Executive Board member, and the election of officers. If quorum is lacking, these defer to the next or a Special General Assembly.
§3.4–3.5 Voting & Quorum — the Thresholds
One org, one vote — cast by its Designated Representative, only if in good standing. Here is every threshold in one place:
| Decision | Vote needed | Quorum needed |
|---|---|---|
| Ordinary motions | Majority of votes cast | > ½ of Full Members |
| Amend By-Laws / Constitution / CoC | 2/3 Supermajority | ≥ 2/3 of Full Members |
| Remove an EB member | 2/3 Supermajority | ≥ 2/3 of Full Members |
| Dissolution | 2/3 Supermajority | ≥ 2/3 of Full Members |
| Confirm an expulsion | 2/3 Supermajority (after 2/3 EB) | ≥ 2/3 of Full Members |
| EB internal (e.g. suspension) | 2/3 of EB present | Majority of EB in office |
Abstentions never count as votes cast. Incubatees and members not in good standing may speak but not vote, and aren't counted toward quorum.
Tie-breaking §3.5.6
The presiding officer doesn't vote except to break a tie on a Majority-Vote motion — and only if they have no personal or organizational conflict. If they're conflicted, they cast no deciding vote and the motion fails. Supermajority motions are never decided by a tie-break.
Privacy of voting §3.5.8 · new
Voting (chiefly the asynchronous voting above) is private but not anonymous. Each vote is cast privately, but the voter and their vote stay attributable, and the Minutes record how each Designated Representative voted along with the result.
Art. 4 The Executive Board
Five elected seats, a two-year term, and a clear split between the outward-facing President and the internally-focused Vice President.
Treasurer §4.1.6 · new in V7
A standby role for stewardship of funds, inactive by default. Activated only when CTC begins handling money — by a Supermajority Vote of the Board + a Majority Vote of the General Assembly. Once active, it's filled like any vacancy and joins the biennial election, runs dual-approval disbursement controls, and is audited by the Auditor (§4.1.5.2).
Presiding officer & COI §4.1.7–4.1.8
The President presides over Board meetings, the Vice President over the General Assembly. If the designated chair is unavailable, the next member in the succession order (§4.4.1) presides. Every Board member must disclose and recuse from matters where they have a personal, professional, financial, or organizational conflict.
Vacancies & succession (§4.4). If the President seat empties, the VP becomes interim President and the VP seat is filled by special election. Every other vacancy is likewise filled by an automatic special election at the next General Assembly — not by appointment. Interim presiding order runs Secretary → PIO → Auditor → Treasurer (if activated). If more than half the Board is vacant, a Special General Assembly holds the elections; if all seats are vacant, the Membership Committee Lead convenes it within 30 days.
Art. 5 Committees
V7 slimmed the committee structure to two standing committees plus ad-hoc ones. Marketing folded into the PIO, and Finance was replaced by the Treasurer role.
Membership
Reviews applications, drives recruitment & retention, works with the Auditor to catch struggling orgs early and runs the dormancy assessment (§2.6). The investigative body for misconduct.
Election
Runs fair, transparent EB elections — including the new special elections for vacancies. Members can't be candidates in an election they oversee.
Ad Hoc
Formed by the Board for specific tasks and disbanded when done. Serve at the pleasure of the Board.
Membership and Election committee changes require GA majority confirmation. Leads/members are removable by EB majority for resignation, misconduct, failure to perform, or 6+ months' unexcused absence. Marketing is now carried out by the PIO (§4.1.4(e)); finances by the Treasurer (§4.1.6).
Art. 6–7 Amendments & Miscellaneous
Amending the By-Laws
Any EB member or Full Member may propose. Written proposals circulate ≥14 days before the GA; adopted by 2/3 supermajority under SM quorum.
Founders' Clause
Orgs with ≥1 Activity in 2025–2026 meeting the CO definition become Founding Members with initial full membership, and convene the first Interim GA to elect the inaugural Board.
Invite-Only Start §7.3.6 · new
During the founding period, membership is by invitation only — extended to aligned orgs meeting §1.1. Public applications open only after the Membership Committee is formed, at which point the Article 2 process applies.
Indemnification & Force Majeure
Good-faith officers are indemnified (except fraud/gross negligence). In emergencies the Board may temporarily modify procedures, documented and time-bound.
Parliamentary Authority
Anything not covered here defaults to the latest Robert's Rules of Order Newly Revised, where not inconsistent with these By-Laws.
Code of Conduct
A legally binding annex to the By-Laws. V7 substantially rewrote it — a community commitment with a full protected-characteristics pledge, a detailed harassment definition, and a complete reporting-and-enforcement process. The full text lives in its own portal.
Read the full Code of Conduct →
The dedicated Code of Conduct portal carries the complete V7 text — Expected Behaviors, Harassment (a–k), Other Unacceptable Behavior, Organizational & Network Violations, Retaliation, Reporting, Enforcement & Due Process, and Penalties — plus the remaining proposals V7 didn't adopt.
What the Code now covers
- Our Commitment — a harassment-free pledge across a full list of protected characteristics (§1.2).
- Expected Behaviors — empathy, respect, constructive feedback, accountability (§2.2).
- Harassment — a detailed a–k definition incl. sexual attention, threats, doxxing, stalking, ban-evasion (§3.1).
- Retaliation — protecting good-faith reporters is now its own violation (§3.4, §7.2).
How it's enforced
- Reporting — Whistleblower Form + a named contact, on-site reporting to organizers, confidentiality (Art. 4).
- Interim measures — organizers/EB can act immediately at an Activity, pending review (§5.2).
- Escalating scale — Correction → Warning → Restriction/Suspension → Removal/Expulsion (§5.3).
- Penalties — individual vs organizational, per By-Laws §2.3 (Art. 6).
What V7 didn't settle
V7 ratified most of what earlier drafts flagged — harassment definition, scope, retaliation, interim measures, the enforcement scale, the Treasurer, and voluntary withdrawal. A handful of proposals remain unadopted; they live, marked “not in V7,” in the Code of Conduct portal.
Power, Money & Ill Intent — and other open proposals →
Money laundering / AML, self-dealing & bribery, coercion & power imbalance, IP theft, org-vs-org mediation, a defined standard of proof, and a reporting window — surfaced for a future revision.