CONSTITUTION AND BY-LAWS
PHILIPPINE REGENERATIVE AND INTEGRATIVE
MEDICAL ASSOCIATION (PRIMA)
ARTICLE I – NAME
The name of the organization shall be the Philippine Regenerative and Integrative Medical Association (PRIMA).
For purposes of this Constitution and By-Laws, the organization shall hereinafter be referred to as PRIMA.
PRIMA shall be the official abbreviation used in all communications, publications, official documents, programs, and transactions of the organization.
The organization shall operate as a professional medical association dedicated to the advancement of regenerative, integrative, and longevity medicine in the Philippines.
ARTICLE II – NATURE OF THE ORGANIZATION
PRIMA shall be a non-stock, non-profit professional medical organization established under the laws of the Republic of the Philippines.
The organization shall be dedicated to the advancement, development, and responsible practice of regenerative, integrative, and longevity medicine.
No part of the net earnings or assets of the organization shall inure to the benefit of any member, officer, or private individual except as reasonable compensation for services rendered in furtherance of its objectives.
ARTICLE III – OBJECTIVES
- To promote the advancement and responsible practice of regenerative, integrative, and longevity medicine.
- To provide education, training programs, and fellowship opportunities for physicians.
- To establish professional recognition through Diplomate and Fellowship status.
- To promote scientific research and evidence‑based medical practice.
- To organize conventions, scientific meetings, and educational conferences.
- To develop ethical guidelines and clinical standards for the field.
- To support institutions dedicated to regenerative and longevity medicine.
- To promote public awareness and health advocacy.
- To collaborate with government agencies, professional societies, academic institutions, and international organizations.
ARTICLE IV – MEMBERSHIP
Categories of membership shall include:
Section 1. Categories of Membership
Membership in PRIMA shall consist of the following categories:
Section 2. Fellows
Fellows represent the highest professional membership category within PRIMA.
A member may be granted Fellowship after fulfilling the following requirements:
- Must be a Diplomate of PRIMA
- Must have maintained at least two (2) years of active membership as a Diplomate, unless the Board determines otherwise on a case-to-case basis.
- Must demonstrate active participation in the programs, initiatives, and activities of the organization
- Must meet the professional and ethical standards established by PRIMA
Upon approval, the member shall be granted the designation:
Fellow of the Philippine Regenerative and Integrative Medical Association (FPRIMA).
Fellows shall have the right to vote in organizational matters and shall be eligible to be elected as an officer and to hold leadership positions within PRIMA.
Section 3. Diplomates
Diplomates are members who have completed the required training and have successfully passed the certification examination administered or recognized by PRIMA.
Diplomates shall be granted the designation:
Diplomate of the Philippine Regenerative and Integrative Medical Association (DPRIMA).
Diplomates may participate in the scientific and professional activities of the organization.
Section 4. Regular Members
Regular Members shall be licensed physicians duly registered and licensed by the Professional Regulation Commission (PRC) of the Republic of the Philippines who have demonstrated interest or practice in regenerative, integrative, and longevity medicine and who have been admitted into the organization in accordance with the requirements established by PRIMA.
Regular Members may participate in the programs and activities of the organization.
Section 5. International Fellows
International Fellows shall be physicians from other countries who have demonstrated competence, training, or professional achievement in regenerative, integrative, and longevity medicine.
Applicants shall be evaluated by PRIMA, and those whose qualifications are found to be equivalent to the standards required for Fellowship may be granted the designation:
International Fellow of the Philippine Regenerative and Integrative Medical Association – FPRIMA (Int).
International Fellows may participate in the scientific and professional activities of the organization.
Section 6. Honorary Fellows
Honorary Fellowship may be conferred upon physicians who have made significant contributions to the advancement of regenerative, integrative, and longevity medicine in the Philippines.
Honorary Fellows shall receive the designation:
Honorary Fellow of the Philippine Regenerative and Integrative Medical Association – FPRIMA (Hon).
Honorary Fellows shall be exempt from membership dues.
ARTICLE V – BOARD OF TRUSTEES AND OFFICERS
Section 1. Governing Body
The governing body of PRIMA shall be the Board of Trustees, which shall consist of seven (7) members elected from among the Fellows of the organization.
The Board of Trustees shall exercise the powers of the organization, supervise its activities, and ensure that its objectives and policies are carried out in accordance with this Constitution and By-Laws.
Section 2. Term of Office
Members of the Board of Trustees shall serve for a term of two (2) years and shall hold office until their successors have been duly elected and qualified.
An election shall be held every two (2) years in accordance with the procedures established by the organization.
Section 3. Officers of the Organization
The officers of PRIMA shall consist of the following:
- President
- Vice President
- Secretary
- Treasurer
- Auditor
These officers shall be elected from among the members of the Board of Trustees.
Section 4. Duties of the Officers
President
The President shall serve as the chief executive officer of the organization and shall preside over meetings of the Board of Trustees and the general membership. The President shall oversee the implementation of the policies, programs, and activities of PRIMA.
Vice President
The Vice President shall assist the President in the performance of his or her duties and shall assume the responsibilities of the President in the absence or incapacity of the latter.
Secretary
The Secretary shall keep the records and minutes of all meetings of the organization and shall maintain official documents, communications, and membership records.
Treasurer
The Treasurer shall be responsible for the financial management of the organization, including the custody of funds, preparation of financial reports, and supervision of financial transactions.
Auditor
The Auditor shall review the financial records of the organization and ensure that financial activities are conducted in accordance with established policies and procedures.
Section 5. Creation of Additional Positions
The Board of Trustees may create or appoint assistant or additional positions as may be necessary to support the functions of the officers and to ensure the effective administration of the organization.
Such positions may include assistant officers or committee heads as determined by the Board.
Section 6. Vacancy
In the event of a vacancy in the Board of Trustees or among the officers, the Board may appoint a qualified Fellow to serve the unexpired portion of the term.
Section 7. Removal or Disqualification of Trustees
A member of the Board of Trustees may be removed from office for just cause, subject to due process and the simple majority approval of the Board of Trustees or the voting Fellows of the organization.
Grounds for removal may include, but are not limited to, the following:
a. Failure to Participate in Organizational Activities
A trustee who fails to attend at least sixty percent (60%) of the official meetings, programs, or activities of the organization during the current term may be subject to removal from the Board.
If at any point during the term it becomes evident that the trustee can no longer meet the minimum sixty percent (60%) participation requirement, the Board may declare the position vacant and appoint a replacement to serve the remaining portion of the term.
b. Conflict of Interest or Disloyalty
In accordance with the principles embodied in the Revised Corporation Code of the Philippines, a trustee owes a duty of loyalty to the organization.
A trustee may be removed if he or she is found to be actively serving in a leadership, governing, or decision-making capacity in another organization whose objectives, activities, or professional scope are substantially similar to or in direct competition with PRIMA, unless such participation has been formally disclosed and approved by the Board of Trustees.
c. Violation of Ethical Standards
A trustee who commits acts that violate the ethical principles, policies, or professional standards of PRIMA, or whose conduct is deemed detrimental to the reputation or interests of the organization, may be subject to removal.
d. Misconduct or Abuse of Authority
A trustee may be removed for misconduct, abuse of authority, gross negligence in the performance of duties, or actions that materially harm the organization.
e. Legal Disqualification
A trustee may be removed if he or she becomes legally disqualified from serving as a director or officer under the laws of the Republic of the Philippines, including conviction of offenses involving fraud, dishonesty, or moral turpitude.
Section 8. Procedure for Removal
Removal of a trustee shall be conducted in accordance with the principles of due process, which shall include:
- Written notice of the grounds for removal
- Opportunity for the concerned trustee to respond or explain
- Deliberation and decision by the appropriate governing body of the organization
A vacancy resulting from removal shall be filled by appointment of a qualified Fellow of PRIMA to serve the unexpired portion of the term.
Section 9. Automatic Vacancy of Office
A position in the Board of Trustees or among the officers of the organization shall automatically become vacant upon the occurrence of any of the following circumstances:
a. Resignation of the trustee or officer submitted in writing to the Board of Trustees;
b. Death or permanent incapacity of the trustee or officer that prevents the performance of official duties;
c. Loss of membership eligibility, including loss of Fellowship status or failure to maintain membership in good standing within the organization;
d. Legal disqualification from serving as a director or officer under the laws of the Republic of the Philippines;
e. Any other circumstance that renders the trustee or officer unable to perform the duties of the office for a prolonged period, as determined by the Board of Trustees.
In the event that a vacancy occurs, the Board of Trustees may appoint a qualified Fellow of PRIMA to serve the remaining portion of the unexpired term.
ARTICLE VI – MEETINGS
Section 1. Annual General Assembly
The Annual General Assembly of the members of PRIMA shall be held during the Annual Convention of the organization, at a time and place determined by the Board of Trustees.
During the Annual General Assembly, the organization may conduct official business including reports of officers, presentation of programs and activities, and other matters affecting the organization.
Section 2. Regular Meetings of the Board of Trustees
The Board of Trustees shall hold regular meetings.
The Board shall determine and agree upon a regular meeting schedule, which shall be approved by the majority of the trustees.
Notice of the meeting shall be given to all trustees at least one (1) week prior to the scheduled meeting, unless otherwise agreed upon by the Board.
Section 3. Special Meetings
Special meetings of the Board of Trustees may be called by:
- the President,
- the Secretary, or
- a majority of the members of the Board of Trustees.
Notice of a special meeting shall be provided to all trustees at least two (2) weeks prior to the meeting, stating the purpose or agenda of the meeting.
Section 4. Quorum
A simple majority of the members of the Board of Trustees shall constitute a quorum for the transaction of official business.
For a Board consisting of seven (7) trustees, a quorum shall consist of four (4) trustees.
No official business shall be conducted without the presence of a quorum.
Section 5. Voting Procedures
Decisions of the Board of Trustees shall be determined by simple majority vote of those present during a meeting where a quorum exists, unless otherwise provided in this Constitution and By-Laws.
Voting may be conducted by:
- show of hands,
- written ballot, or
- any other method approved by the Board of Trustees.
ARTICLE VII – COMMITTEES AND TRAINING MANAGEMENT GROUP
Section 1. Creation of Committees
The Board of Trustees may establish standing committees and special committees as necessary to carry out the objectives, programs, and activities of PRIMA.
Committee members and chairpersons shall be appointed by the Board of Trustees or the President, unless otherwise provided.
Section 2. Standing Committees
The following standing committees may be established to support the functions of the organization:
a. Membership and Credentials Committee
Responsible for:
- Evaluation and screening of membership applications
- Verification of credentials of applicants
- Monitoring membership status and good standing
b. Scientific and Research Committee
Responsible for:
- Development of scientific programs for conventions and conferences
- Promotion of research in regenerative, integrative, and longevity medicine
- Publication of scientific materials and academic work
c. Ethics, Grievance and Professional Standards Committee
Responsible for:
- Upholding ethical standards of PRIMA
- Investigating complaints involving members
- Recommending disciplinary actions when necessary
d. Certification and Examination Committee
Responsible for:
- Development and administration of the PRIMA Diplomate Examination
- Evaluation and certification of diplomate candidates
- Maintaining professional certification standards
e. International Relations Committee
Responsible for:
- Development of international collaborations
- Coordination with international fellows and partner institutions
- Participation in global medical conferences and initiatives
f. Public Relations and External Affairs Committee
Responsible for:
- Public communication and advocacy
- Media relations and public education
- Collaboration with government agencies and health institutions
g. Nominations and Elections Committee
Responsible for:
- Supervision of elections of officers and trustees
- Screening of candidates for leadership positions
- Ensuring fair and transparent election procedures
h. By-Laws and Governance Committee
Responsible for:
- Periodic review of the Constitution and By-Laws
- Governance recommendations
- Ensuring compliance with applicable laws and regulations
i. Member Assistance Committee
Responsible for:
- Providing support and guidance to members regarding organizational matters
- Assisting members with concerns, welfare, and professional development needs
- Promoting member engagement, participation, and fellowship within PRIMA
j. Finance Committee
Responsible for:
- Review and monitoring of the financial status of PRIMA
- Assisting in budget planning and financial sustainability programs
- Recommending financial policies, investments, and fundraising activities
k. Socials and Sports Committee
Responsible for:
- Organizing social, wellness, and sports activities for members
- Promoting camaraderie, unity, and work-life balance within the organization
- Coordinating fellowship events during conventions and official gatherings
l. Convention Committee
Responsible for:
- Planning and coordination of annual conventions, conferences, and major events
- Overseeing venue arrangements, program flow, and event logistics
- Coordinating with sponsors, speakers, committees, and partner organizations for successful event implementation
Section 3. Training Management Group
The Training Management Group (TMG) shall be responsible for the development, supervision, and management of all training programs of PRIMA.
The Training Management Group shall:
- Develop and oversee training programs in regenerative, integrative, and longevity medicine
- Supervise fellowship and training activities
- Coordinate training institutions and training centers
- Monitor training curriculum and educational standards
- Evaluate the performance of trainees and training programs
The Training Management Group shall work closely with the Certification and Examination Committee to ensure that training standards are aligned with certification requirements.
The structure and composition of the Training Management Group shall be determined by the Board of Trustees.
Section 4. Special Committees
The Board of Trustees may create special or ad hoc committees whenever necessary to address specific programs, projects, or concerns of the organization.
Such committees shall exist only for the duration necessary to complete their assigned responsibilities.
Section 5. Committee Authority
Committees shall operate under the supervision of the Board of Trustees and shall submit reports, recommendations, and proposals to the Board for approval.
Committees shall not exercise powers reserved for the Board of Trustees unless specifically authorized.
ARTICLE VIII – FINANCES
Funds of the organization may be derived from membership dues, conference registration fees, training program fees, donations, grants, sponsorships, and other lawful sources.
The Treasurer shall have custody of the funds of the organization.
Financial reports shall be presented to the Board of Trustees and to the membership during the Annual General Assembly.
Financial records shall be subject to review by the Auditor or by an independent audit authorized by the Board of Trustees.
ARTICLE IX – AMENDMENTS
The Articles of Incorporation and the Constitution and By-Laws may be amended by majority vote of Fellows in good standing or majority vote of the Board of Trustees, provided that proposed amendments are circulated at least two (2) months prior to the meeting where they will be considered.
Administrative policies may be amended by majority vote of the Board of Trustees with at least two (2) weeks notice.
Electronic communication and electronic voting may be used when approved by the Board of Trustees.
ARTICLE X – OFFICIAL SEAL AND DOCUMENTS
PRIMA shall have an official seal approved by the Board of Trustees.
Official documents of the organization may be signed by the President and certified by the Secretary.
The Secretary shall serve as the custodian of the official records and may certify copies of official documents when necessary.