By-laws of the Ladislawa Garden Village Homeowners Association, Inc.: ARTICLE I - DOMICILE AND PRINCIPAL OFFICE The domicile and principal office of the association shall be located and established at Ladislawa Garden Village, Buhangin, Davao City. ARTICLE II - MEMBERSHIP Section 1.MEMBERS. All homeowners and lot owners in the village are, and shall automatically become members of the association. Lessees, upon written endorsement of the member-lessor, shall become members in lieu of the latter, and which membership shall be co-terminus with their lease. Section 2. NUMBER OF MEMBERS. For the purpose of determining the number of members of the Association, only the husband or the head of the family, as the case may be, shall be registered as a member. Section 3. MEMBERSHIP ROLL. The association, through its Secretary, shall keep and maintain a membership roll of all its members and their personal data, and such other information as may be required by the Board. Section 4. RIGHTS AND PRIVILEGES OF MEMBERS. Every member shall have the following rights: a.) To vote on all matters brought before the members b.) To be eligible to any elective or appointive office of the association c.) To participate, deliberate and be recognized in all its meetings d.) To avail himself of all the facilities and services of the association Section 5. DUTIES AND RESPONSIBILITIES OF MEMBERS. Every members shall have the following duties and responsibilities: a.) To pay his membership fee, monthly dues, and such other fees or assessment which may be levied upon him, and which are necessary and proper in the operations of the association b.) To attend and participate in meeting and in such other activities of the association c.) To abide by, and comply with, the by-laws of the association, and such other rules and regulations as may be promulgated by the Board ARTICLE III - MEMBERS’ MEETING Section 1. ANNUAL MEETINGS. The annual meeting of the association shall be held at its principal office or in any other place within the village which the Board may deem fit, on the second Sunday of served to each and every member on record at least fifteen (15) days prior to the date set for each meeting. Section 2. SPECIAL MEETINGS. Special meetings of the association may be called by the president, or by a majority of the members of the Board, or by a written petition representing ten percent (10%) of the total membership then obtaining. Written notice of any special meeting shall be served to each every member on record at least five (5) days prior to the date set for such meeting, and unless otherwise agreed upon a majority vote of the quorum duly assembled. Any special meeting shall take up only such matters as stated in the agenda. Section 3. QUORUM. A quorum for any meeting of the association shall consist of at least twenty percent (20%) of the entire membership and a majority of such quorum duly assembled shall decide any question at the meeting, save on those members where the law requires the affirmative vote of a greater proportion. Section 4. PROXY. Any member entitled to vote may vote either in person or by proxy, in which case, the proxy must be in writing and duly signed by the member giving the proxy, and presented to the Secretary for inspection and record at or prior to the opening of the meeting. Section 5. ORDER OF BUSINESS. In all meetings of the association, there shall always be an order of business which shall include the following: a. Proof of the required notice of the meeting b. Proof of the presence of a quorum c. Reading and approval of the minutes of the previous meeting d. Unfinished business e. Business of the day The order of business, however, may be change upon motion of any member as well as the approval of such motion by a majority of the quorum duly assembled. Section 6. MINUTES. Minutes of all meetings of the association shall be kept and carefully preserved as a record of the business transaction, and same shall contain such entries as may be required by law. Section 7. EXCLUSION. Any member may be excluded by two-thirds (2/3) vote of the general membership in any meeting, upon commission of any act inimical or prejudicial to the interests of the association. ARTICLE IV - THE BOARD OF DIRECTORS Section 1. QUALIFICATIONS. The general management of the association shall be vested in a Board of Directors who shall all be members, consisting of: The President, Vice President, Secretary, Treasurer, Press Relations Officer, seven (7) Board of Directors who shall all be elected, and the immediate past President who shall serve in an ex-officio capacity with the right to vote. In case the President is re-elected, these shall be eight (8) Directors instead of seven (7). Section 2. MANNER OF ELECTION. The members of the Board shall be elected annually through direct voting and secret balloting to be preceded by a floor nomination during annual general membership meeting. Section 3. TERM OF OFFICE. The Board of Directors shall serve for one (1) year, commencing on July elected and qualified. Section 4. MEETINGS. The Board of Directors shall hold regular meetings on the Tuesday of every month at seven o’clock in the evening at its office, or at such other particular time or place which the Board may deem fit and proper. Special meetings of the Board may be called by the President, or upon the written request of two (2) members of the Board, on a two (2) day notice, either office or in any other place and at such particular time which the Board may deem fit and proper. Section 5. QUORUM. A majority of the Board shall constitute a quorum at any meeting and the individual members thereof shall have no powers as such, except as herein provided. Section 6. ORDER OF BUSINESS. The order of business in any meeting of the Board shall be in the same manner as provided in the order of business in any meeting of the Association. Section 7. MINUTES. Minutes of all meeting of the Board shall be kept and carefully preserved as a record of the business transaction, and the same shall contain such entries as may be required by law. Section 8. POWERS. The Board of Directors shall have the general management of the Association conferred upon it by these by-laws or by statutes or laws of the Philippines. Without prejudice to the general powers herein above granted and conferred, the Board shall have the following express powers: 1. From time to time, and in the management of association, make and/or change such rules, regulations, and policies not inconsistent with these by-laws as well as of its rules, regulations and policies, as the circumstance may warrant. 2. Purchase or otherwise acquire rights or privileges, as well as properties which the association is so authorized to do, at such price and at such terms, conditions and considerations, which it shall see fit from time to time; 3. Pay for any rights, privileges, or properties acquired by, or to discharge obligations of, the association, either in whole or in part; 4. Delegate from time to time, any of the powers of the Board in the course of the current business of the association, to any standing or special committee, or to officer or agent, and to appoint any person to be an agent of the association, upon such terms, conditions and considerations as it shall see fit; 5. Fix, increase or decrease, as the case may be, the amount of dues and fees as provided herein, and such other charges not otherwise or may hereafter be provided by these by-laws, which a member shall pay in support of the operation and activities of the association; and 6. Implement the Deed of Restrictions and other rules, regulations, and policies, consistent with the general principle of maintenance, beautification, security and exclusivity of the village. 7. Adopt such measures and perform such other acts and deeds as may be necessary and proper in carrying out the purposes of the association. Section 9. VACANCY. In case an elected Director cannot serve for one reason or another, or becomes incapacitated thereafter, the vacancy shall be filled up by the member who had garnered the next highest number of votes or the said member next and so on, in that order. Section 10. RE-ELECTION. Incumbent members, of the Board and those who shall have been elected hereafter, are eligible for re-election for another term, but seek re-election thereafter until the lapse of two (2) years. Section 11. COMPENSATION. Each and every member of the Board shall receive an amount of five hundred pesos (P500.00) by way honorarium for every meeting attended. ARTICLE V - OFFICERS Section 1. GENERAL. The officers of the association shall consist of a President, a Vice President, Secretary, Treasurer, Press Relations Officer, seven (7) Directors, and the immediate past president in an ex-officio capacity whose powers and duties shall be as hereinafter provided, and as the Board may provide thereafter, in accordance with the provisions of these by-laws. Section 2. PRESIDENT. The President shall have the following powers and duties: 1. Preside at all meetings of the association or of the Board, and decide any question before the Board, in case of a tie; 2. Exercise general supervision of all the other officers, employees and other subordinate personnel of the association, and see to it that their respective duties are properly performed; 3. Execute on behalf of the association all contracts, agreements, documents and other writings, which it may enter into; 4. Jointly with the Treasurer or in his absence, with such other officer designated by the Board, sign, endorse, deliver all checks, drafts, notes, and orders, for the payment of money or against the funds of the association, wherever they may be found or deposited. This power may however be delegated by the President to any other officer of the association with the conformity of the Board; 5. Subject to the approval of the Board, name and appoint employees and/or agent of the Association, but may accept the registration of, or dismiss the employee or agents so named and appointed motu propio; 6. Have the direct and active management of the association in accordance with the orders, resolutions, or instructions of the Board, but may delegate the same or any aspect thereof to the other officers or members, in whole or in part, and conducting the same at his discretion whenever the same is not expressly limited by such orders, resolutions or instructions; 7. Submit an annual report of the operation of the association to the Board and an annual report thereof to the members. 8. Submit to the board such statements, report, memoranda as the latter may require, and prepare such statements and reports which may be required by law from time to time; 9. Execute and see to it that the policies and decisions of the Board and those adopted by the members of the association are properly executed and implemented. 10. Appoint the chairman and members of any standing or special committee created by the Board; and 11. Exercise such other powers and perform such other duties which the Board may, from time to time, fix or delegate. Section 4. SECRETARY. The Secretary shall perform the following duties: 1. have the custody of the corporate seal of the association, as well as the minutes, agreements, or decisions of the association or of the Board; 2. see to it that all the members of the association are issued the certificates of membership duly signed and sealed; 3. give or cause to be given, all notices required by law or by the by-laws of the association, as well as all notices of all meetings of the Board or of the association; and 4. Perform such other duties as may be required by the President, the Board, or the chairman of any of the standing or special committees. Section 5. TREASURER. The Treasurer shall have the following powers and duties: 1. Have the custody of, and be responsible for, all the funds and properties of the association; 2. Subject to the counter-signature of the President, shall sign, endorse and deliver all checks, drafts, notes or orders, for the payment of withdrawal of the funds of the association. This power may be delegated by the Treasurer to any other officer of the association with the conformity of the President and approval of the Board; 3. Deposit in the name and to the credit of the association, all checks, notes, drafts, bills, securities, and similar valuable effects delivered or belonging to the association, in such reputable bank or banks as may be designated by the Board; 4. Keep the required and power books of accounts containing a full and accurate account of all funds and properly received and paid by him, due or on account of, the association; 5. Subject to the control of the Board, perform all other acts incidental to the position. In the discharge of the above powers and duties of the treasurer, an External Auditor shall be engaged by the association to perform such functions inherent thereto and such others as may directed by the Board. Section 6. PRESS RELATIONS OFFICER. The Press relations Officer shall perform the task inherent to the position and such duties and responsibilities incidental thereto, or as may be prescribed by the Board. Section 7. DIRECTORS. The Directors shall sit as members of the Board, participate in its meetings and deliberations, and perform such other duties as may be assigned by the President or the Board. Section 8. OTHER OFFICERS. Other officers of the association, who are appointed by the Board as herein provided, may be invited to attend meetings of the Board and participate in the deliberations thereof, but without the right to vote. Section 9. HONORARY OFFICIALS. Expect for the immediate past president, all past presidents of the association are and shall be considered honorary officers. They may act as advisers of the association and of the Board, attend meetings and deliberations of the Board, but without the right to vote. ARTICLE VI - FINANCIAL AFFAIRS Section 1. FEES, DUES, OBLIGATIONS. There shall be collected from each member, a membership fee and monthly dues in such amounts as the Board of Directors may fix and Prescribe, and such other fees or dues which the Board may fix in accordance with the powers granted to, or conferred upon it, by these by-laws, of which such fees, dues or charges, shall be payable within the time prescribed. Section 2. INSPECTION OF ACCOUNTS. The books, accounts, and records of the association shall be open for inspection to any member of the Board at all times, and members of the association may likewise inspect said books, accounts, and records during office hours. ARTICLE VII - FUND-RAISING BENEFIT The Association may, with the approval of the proper government authorities, and when the circumstances so warrant, sponsor such raffles, contest, movie premieres, and the like, to raise funds for its projects. ARTICLE VIII - MISCELLANEOUS Section 1. CORPORATE FISCAL YEAR. The corporate fiscal year of the association shall begin on the first day of July, and shall end on the last say of June, of the following year. Section 2. ANNUAL REPORT. The Board of Directors shall submit to the general membership not later than the second Sunday of June of each year, an annual report containing inter alia, a statement of the corporate fiscal year in review, as well as a consolidated balance sheet of the assets and liabilities of the association. ARTICLE IX – CORPORATE SEAL The association shall adopt a corporate seal within which shall be inscribed “LADISLAWA GARDEN VILLAGE HOMEOWNERS ASSOCIATION, INC. BUHANGIN, DAVAO CITY.” ARTICLE X – AMENDMENTS The Board Directors, by a majority vote thereof, and by at least a majority of the members of the association, may amend or repeal these by-laws or adopt new by-laws. Adopted by the Board on March 10, 1998, and ratified by a majority vote of the general membership in April 1998, at Davao City, Philippines.
Posted on: Mon, 23 Sep 2013 02:21:34 +0000
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