Failure of governance at the PHILTOA


THIS is the third and final article in a series we are writing about the Philippine Tour Operators Association or PHILTOA to expose what is happening behind the scenes during and after board meetings. In the last article, we wrote about the tyrannical style of governance of Cesar R. Cruz, PHILTOA’s current president. But this person who styles himself like a king has his own cohorts to support his motives. First in his line-up of cohorts is Emy Malate, Vice-President, Sales and Marketing of Image Travel and Tours, and Secretary-General of the PHILTOA Board of Trustees.

As defined in the PHILTOA by-laws contained in Article VI, Section 7, the duties of the Secretary-General are:

To prepare the minutes of the Association, its Board of Trustees, and Committees;

To circularize among the members all important policies, resolutions and projects adopted by the Board of Directors as well as other matters of general interest;

To be the custodian of all records of the association;

To submit annual reportorial requirements to the Securities and Exchange Commission;

To keep up to date membership roster
Ms. Malate has been remiss in her duties with regards to item 1. It has been observed that Minutes are sent to the members of the Board very late sometimes even a day before the next Board meeting leaving very little time to review for corrections. (Minutes of the 8th Board Meeting dated August 6, 2014 item 11 under Introduction)

On item 2, no copy of policies, resolutions and projects of the Board are circularized for information of the members. In fact, no Board Resolutions ratifying the actions of the Board has ever been passed around for signature by the Board of Trustees. But more than these, Malate has committed grave abuse of authority by being a signatory to PHILTOA checks. Nowhere in the duties of the Secretary-General is it stated that the Secretary-General is allowed to sign checks nor is there any Board Resolution to this effect. It would be prudent to ask Malate where and who she got the authority to do so.

The other avid supporter of Cruz is Ms. Bing Miranda, assistant general manager of Triplestar Travel and Tours and current Treasurer of PHILTOA.The duties of the Treasurer as contained in the PHILTOA by-laws’ Article VI Section 8.4 are to “submit to the members, through the Board of Trustees, a quarterly statement of income and expenses, and to submit for approval of the Board of Trustees an annual budget of income and expenses for the ensuring years.” In the planning session held last January 2014 at Nurture in Tagaytay, no proposed budget for 2014 was passed and approved by the Board of Trustees for implementation in 2014. No copies of the quarterly statement of income and expenses were submitted to the members of PHILTOA. While this alone does not prove incompetence, it clearly shows that the incumbent treasurer has been remiss in the performance of her duties to the members of the association.

A request for a copy of the association’s financial records was denied to one member, Paul So. This action by the Treasurer constitutes GRAVE ABUSE OF AUTHORITY and runs counter to the spirit of transparency. Are you hiding something here, Ms. Miranda? While Article X of the PHILTOA by-laws states that “The books, accounts and financial records of the Association shall be available for inspection by any member of the Association at the principal office of the Association at anytime during office hours,” it does not state that one cannot be furnished a copy of the same.

With these observations, I posit the following recommendations:

That the financial records of the Association be subjected to a third party external auditor to ensure that all monies of the association are all accounted for and disbursed according to the rules and regulations of the Association.

That a Committee be formed to draft the Implementing Rules and Regulations of the Association’s by-laws so as not to leave anything to ambiguity in its interpretation.

Finally, that the Members of the Board be furnished a copy of all Board Resolutions ratifying the actions of the Board and signed by all.

Really simple if you think about it. Are you a leader or a manager? In both instances, there is a failure in good governance at the PHILTOA.

God is Great!


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