ARTICLE I — Name, Purpose, and Domicile
Section 1. Name. The organization shall be known as Highlanders Football Club, Inc., hereinafter referred to as “the Club.”
Section 2. Nature. The Club is a non-stock, non-profit sports organization organized and existing under the laws of the Republic of the Philippines.
Section 3. Principal Office. The principal office of the Club shall be located in Meycauayan, Bulacan, or such other place as may be designated by the Board of Directors.
Section 4. Purposes. The Club is organized for the following purposes:
a. To promote, develop, and sustain football in the Province of Bulacan and the Philippines.
b. To provide opportunities for youth and adults to engage in structured football programs.
c. To establish both Grassroots (Main Team) and Academy (Clinic) programs that ensure inclusive development regardless of financial capacity.
d. To uphold values of respect, discipline, camaraderie, sportsmanship, and community involvement.
e. To represent Bulacan and the Philippines in local and national football competitions.
ARTICLE II — Membership
Section 1. Membership Composition. The Club shall consist of two (2) types of members:
a. Grassroots Members – players who are part of the sponsored or scholarship-based main team.
b. Academy Members – players enrolled in the paid Clinic or Academy program.
Section 2. Qualifications. Any individual who meets the standards of the Club, adheres to its Code of Conduct, and abides by its policies may be admitted as a member.
Section 3. Rights and Privileges. Members shall have the right to participate in Club activities, access training programs, and be considered for team selection, provided they remain in good standing.
Section 4. Duties and Responsibilities. Members shall:
a. Uphold the Club’s core values of respect, discipline, and unity.
b. Attend scheduled training sessions, matches, and Club events.
c. Obey lawful orders and guidelines issued by the Club and its officials.
d. Render community service or assist in outreach programs when required.
Section 5. Termination of Membership. Membership may be terminated for:
a. Voluntary withdrawal by written notice;
b. Continuous absence from training or Club activities without valid reason;
c. Violation of the Club’s Code of Conduct;
d. Grave misconduct as defined in Article VIII.
ARTICLE III — Departments of the Club
Section 1. Grassroots Department (Main Team). This department represents the Club in official competitions. Players are sponsored or granted scholarships. Members are expected to maintain high levels of dedication, punctuality, and professionalism.
• Players missing three (3) consecutive scheduled trainings or events without valid reason may be placed under review or suspension.
• Repeated non-compliance may lead to removal from the team upon recommendation of the Grassroots Director.
Section 2. Academy Department (Clinic). The Academy shall be the Club’s paid training program designed to provide affordable football education.
• The Academy shall prioritize player development, enjoyment, and learning experience, and shall not be treated as a commercial enterprise.
• Fees collected shall be used solely for operational costs, training equipment, and development programs.
ARTICLE IV — Officers and Staff
Section 1. Officers of the Club. The Club shall have the following principal officers and officials:
1. Club President
2. Vice President (if designated)
3. Secretary
4. Treasurer
5. Department Directors and Heads, including:
a. Grassroots Director
b. Clinic (Academy) Director
c. Creative Director and Assistant Creative Director
d. Brand and Partnerships Manager
e. Team Doctor and Team Physical Therapist
f. Social Media and Digital Content Managers
g. Head Coaches and Assistant Coaches
h. Clinic and Grassroots Coaches
Other officers may be created as deemed necessary by the Board of Directors upon recommendation of the Club President.
Section 2. Election of the Club President. The Club President shall be elected by the general membership every last month of January of every second year.
a. The President shall serve a two (2) year term, unless sooner removed for cause.
b. In case of vacancy by resignation, incapacity, or removal, the Vice President (if designated) or the Secretary shall assume the position in an acting capacity until a special election is held.
c. No person may serve more than two (2) consecutive terms as President, unless expressly approved by two-thirds (2/3) of the voting members.
Section 3. Appointment of Directors and Staff.
a. All Directors, Coaches, and Staff shall be appointed by the Club President and shall serve at the President’s discretion, subject to the approval of the Board of Directors.
b. Appointments shall be based on professional competence, ethical conduct, and alignment with the Club’s mission and values.
c. The President may remove, reassign, or replace any appointee for inefficiency, misconduct, or loss of trust.
d. Staff and directors shall operate under performance evaluations conducted annually by the President or a designated committee.
Section 4. Duties and Responsibilities of Officers.
a. The Club President
1. Shall be the Chief Executive Officer (CEO) of the Club, responsible for the overall management, direction, and representation of the organization.
2. Shall preside over all meetings of the Club, the Board of Directors, and the general membership.
3. Shall approve all official communications, financial disbursements, and appointments.
4. Shall ensure that all programs, competitions, and community activities align with the Club’s objectives.
5. Shall act as the official spokesperson of the Club and represent it before government agencies, leagues, and partner organizations.
b. The Vice President
1. Shall assist the President in carrying out his duties and act on his behalf during temporary absences or incapacity.
2. Shall perform such other functions as may be delegated by the President or the Board.
c. The Secretary
1. Shall keep complete and accurate minutes of all meetings of the Club and the Board.
2. Shall maintain an updated register of members, officers, and official correspondences.
3. Shall prepare and issue meeting notices, resolutions, and certifications.
4. Shall be the custodian of all non-financial records, legal documents, and archives of the Club.
d. The Treasurer
1. Shall manage all financial transactions, bank accounts, and fiscal records of the Club.
2. Shall collect membership fees, sponsorship funds, donations, and other lawful contributions.
3. Shall ensure proper liquidation and transparency of all expenditures, subject to audit.
4. Shall submit quarterly and annual financial reports to the Board and general membership.
5. Shall coordinate with the President in preparing the Club’s annual budget and financial plan.
e. The Department Directors and Heads
1. Shall implement the programs, goals, and directives of their respective departments.
2. The Grassroots Director shall manage player development, competitions, and training programs for the Main Team.
3. The Clinic (Academy) Director shall oversee the paid training programs ensuring accessibility, quality, and proper use of funds.
4. The Creative Director shall manage visual branding, design, and public image of the Club.
5. The Brand and Partnerships Manager shall maintain relationships with sponsors, donors, and external partners.
6. The Team Doctor and Physical Therapist shall oversee the health, fitness, and injury management of all players.
7. The Social Media and Digital Content Managers shall maintain online presence, communications, and digital storytelling of the Club.
8. Head Coaches and Assistant Coaches shall implement training sessions, evaluate player performance, and uphold discipline according to Club policies.
Section 5. Advisory Council. The Club President may form an Advisory Council composed of former officers, long-time members, and professionals with expertise in sports, business, education, or community development. The Council shall provide non-binding recommendations on policy, strategy, and partnership matters.
Section 6. Term of Office. All officers, except those appointed under special circumstances, shall serve for a period of two (2) years, concurrent with the term of the Club President, and may continue to serve until their successors are duly appointed or elected.
Section 7. Removal or Resignation. Any officer or staff member may be removed from office for cause by a majority vote of the Board of Directors, after due process and recommendation from the Club President. Voluntary resignation must be submitted in writing and shall take effect upon acceptance by the President.
Section 8. Conflict of Interest. No officer or staff member shall engage in any transaction or activity that conflicts with the interests of the Club. Any potential conflict must be declared in writing to the Board of Directors. Violation of this provision shall constitute a grave offense subject to disciplinary action or dismissal.
Section 9. Accountability and Ethics. All officers and staff shall:
a. Uphold integrity, fairness, and transparency in the performance of their duties;
b. Avoid abuse of authority, favoritism, or misuse of Club resources;
c. Maintain confidentiality of sensitive Club information; and
d. Serve as role models of professionalism and sportsmanship for all members.
Section 10. Succession. In the event of death, incapacity, or resignation of the President, the Vice President or Secretary shall assume the position in an acting capacity until a special election is held. All other vacated positions shall be filled by presidential appointment, subject to confirmation by the Board.
Section 11. Compensation. Being a non-stock, non-profit organization, all officers and staff shall serve primarily on a voluntary basis. However, the Board may authorize honoraria or reasonable compensation for professional services rendered, provided such compensation does not violate non-profit regulations and is fully accounted for in the Club’s financial reports.
Section 12. Performance Review. The Board of Directors shall conduct an annual review of the performance of all officers and staff to ensure alignment with the Club’s goals and ethical standards. Recommendations for improvement, renewal, or replacement shall be made accordingly.
ARTICLE V — Meetings
Section 1. Regular Meetings. Regular meetings of the Board and Department Heads shall be held quarterly, or as deemed necessary by the President.
Section 2. Special Meetings. Special meetings may be called by the President or by a majority of the Directors.
Section 3. Quorum. A majority of the Directors present shall constitute a quorum for the transaction of business.
ARTICLE VI — Disciplinary Actions
Section 1. General Rule. The Club upholds a culture of respect, integrity, and responsibility. Discipline within the Club shall always be guided by the principle of education over punishment, rehabilitation over retribution, and values over ego. The objective of every sanction is to restore harmony, reinforce character, and ensure that all members contribute positively to the Club’s mission and community. No disciplinary action shall be imposed without due process, which includes notice of the alleged violation, opportunity to be heard, and documentation of the resolution.
Section 2. Jurisdiction and Authority.
a. The Disciplinary Committee shall handle all cases of misconduct within the Club. The Committee shall consist of the Grassroots Director, Academy Director, Team Captain or Representative, and a Neutral Officer appointed by the Club President.
b. For minor incidents, the concerned coach or director may initiate disciplinary measures.
c. Grave offenses shall be formally investigated and decided by the Disciplinary Committee, subject to final approval by the Board of Directors.
Section 3. Classification of Offenses. Offenses committed by members shall be classified into Minor, Major, and Grave, based on the nature and severity of the act.
1. Minor Offenses include, but are not limited to:
• Unexcused tardiness or absence from training or matches.
• Disrespectful behavior toward teammates, staff, or officials.
• Failure to comply with instructions or club rules.
• Inappropriate social media behavior that reflects poorly on the Club.
Sanctions for Minor Offenses:
• First Offense: Verbal warning and reflection session.
• Second Offense: Written warning and mandatory community service (minimum of four hours).
• Third Offense: Suspension for one (1) week or equivalent training sessions, plus apology letter addressed to the team.
2. Major Offenses include:
• Repeated commission of minor offenses.
• Provoking quarrels or using obscene or derogatory language.
• Misuse of Club property or equipment.
• Public behavior that brings embarrassment to the Club.
• Disrespecting referees, officials, or opponents during competitions.
Sanctions for Major Offenses:
• Immediate written warning and probation for one (1) month.
• Mandatory community service (minimum of eight hours).
• Possible suspension for up to two (2) weeks, depending on severity.
• Attendance in a Sportsmanship and Values Reorientation Session.
3. Grave Offenses include:
• Fighting, physical assault, or acts of violence.
• Harassment, bullying, discrimination, or intimidation.
• Vandalism, theft, or willful destruction of property.
• Substance abuse, gambling, or illegal activity.
• Acts that gravely damage the reputation of the Club, its members, or sponsors.
• Cheating or match-fixing.
Sanctions for Grave Offenses:
• Immediate suspension from all Club activities pending investigation.
• Formal hearing before the Disciplinary Committee.
• Expulsion from the Club upon confirmation of guilt, with approval of the Board of Directors.
Section 4. Due Process.
a. The member shall receive a written notice of the offense and the evidence supporting it.
b. The member shall have the right to submit a written explanation or request a hearing within five (5) days of notice.
c. The Disciplinary Committee shall evaluate the facts, conduct a fair hearing, and render a written decision signed by all members of the Committee.
d. Appeals may be elevated to the Club President within five (5) days from receipt of the decision. The President’s decision shall be final and executory.
Section 5. Restorative and Community-Based Actions. The Club recognizes that mistakes can be opportunities for growth. Members sanctioned for minor or major offenses shall undergo restorative programs, such as:
• Assisting in grassroots or community outreach events.
• Conducting mentorship sessions for younger players.
• Participating in facility clean-ups, field maintenance, or public awareness drives.
• Leading a football clinic for children as part of character reformation.
Completion of such restorative tasks shall be documented and approved by the supervising Director before the member’s reinstatement.
Section 6. Protection from Retaliation. Any member who reports misconduct in good faith shall be protected from retaliation, harassment, or discrimination. Retaliation against complainants or witnesses shall itself be considered a grave offense.
Section 7. Confidentiality. All disciplinary proceedings shall be treated with strict confidentiality. Only final resolutions, when necessary, may be disclosed to the public or concerned members, to preserve the dignity of all parties involved.
Section 8. Reinstatement. A member who has been suspended or sanctioned may apply for reinstatement upon completion of the prescribed restorative action, and after showing genuine remorse and improved behavior. The Disciplinary Committee may recommend reinstatement to the Board of Directors.
Section 9. Role of Coaches and Mentors. Coaches, mentors, and directors are expected to model the values of sportsmanship and integrity. They shall handle discipline with fairness, patience, and empathy, ensuring that each case builds character rather than resentment.
Section 10. Final Authority. The Board of Directors retains final authority on disciplinary cases, ensuring that all decisions uphold the Club’s mission: to develop not only athletes but citizens of character who embody the true spirit of football.
ARTICLE VII — Code of Conduct
All members and staff of the Club shall:
a. Treat teammates, coaches, and opponents with utmost respect;
b. Uphold the spirit of fair play at all times;
c. Avoid the use of foul, discriminatory, or violent behavior;
d. Represent the Club with integrity, humility, and teamwork both on and off the field.
ARTICLE VIII — Expulsion and Termination
Section 1. Grounds. A member, officer, or staff may be expelled or terminated for:
a. Commission of grave offenses as defined under the Article on Disciplinary Actions;
b. Gross misconduct, immoral behavior, or acts causing public disrepute to the Club;
c. Fraud, dishonesty, or misuse of Club property or funds;
d. Repeated insubordination or willful disruption of Club harmony.
Section 2. Due Process. No member or staff shall be expelled without due notice and the opportunity to be heard. A written report shall be submitted to the Board of Directors, which shall deliberate and decide by majority vote.
Section 3. Finality and Reinstatement. Decisions of expulsion shall be final upon approval of the Board, subject only to reconsideration by unanimous vote in exceptional cases of rehabilitation or proven innocence.
ARTICLE IX — Finances
Section 1. Non-Profit Character. The Club is a non-stock, non-profit organization. No part of its income shall inure to the benefit of any member, officer, or individual, except as reasonable compensation for services actually rendered.
Section 2. Custody and Disbursement of Funds. All funds shall be deposited under the name of the Club in a duly authorized bank. Disbursement of funds shall require the joint approval and signature of the Club President and one (1) Director designated by the Board.
Section 3. Purpose of Funds. Club funds shall be used exclusively for the purposes of football development, community programs, facilities improvement, and administrative operations.
Section 4. Fiscal Year. The fiscal year of the Club shall begin on the first (1st) day of January and end on the thirty-first (31st) day of December each year.
Section 5. Financial Reports. The Treasurer shall prepare quarterly and annual financial statements to be reviewed by the President and submitted to the Board for approval.
ARTICLE X — Amendments
These By-Laws may be amended or repealed by a majority vote of the Board of Directors, subject to ratification by the general membership.
ARTICLE XI — Effectivity
These By-Laws shall take effect immediately upon approval by the Board of Directors and ratification by the Securities and Exchange Commission (SEC).
