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BY-LAWS OF CSA MAKATI 91, INC. ARTICLE I MEETINGS OF MEMBERS Section 1. Annual Meetings – The annual meetings of members, for thepurpose of electing trustees and for the transaction of such business or concerns asmay properly come before the meeting, shall be held at the principal office or on suchvenue and date in ___(MONTH)_____ of each year as may be determined by the board oftrustees. Section 2. Monthly/Special Meetings – Monthly meetings of the membersshall be held every Third Friday of the month or on such other convenient date as maybe determined by the members. During such meetings, the Executive Director shallrender his monthly report to the members regarding the activities of the association.Special meetings may be called as the need thereof arises, by the Board of Trustees orthe Executive Director or upon petition of 1/3 of the general membership. Section 3. Notice of Meeting – Notices for annual or monthly/special meetingsof the members may be given by the Secretary by personal delivery, registered, specialdelivery or electronic mail, or by facsimile or telegram at least one (1) week before thedate set for such meeting to each member at his last known address. In urgent cases,the notice may be communicated at least two (2) days before the meeting personally, bytelephone, telegram, or electronic mail. The notice of every special meeting shall statethe place, date, hour of the meeting and the purpose or purposes for which the meetingis called. Other business not included in the notice may be considered at such meetingwith the consent of all the members present thereat. Section 4. Waiver of Notice – Notice of meeting may be waived verbally by anymember attending it. Section 5. Quorum – A quorum for any meeting of the members shall consist ofa majority of the members and a majority of such quorum may decide any question atthe meeting, except those matters where the Corporation Code requires the affirmativevote of a greater proportion. Section 6. Conduct of the Meetings – Meetings of the members shall bepresided over by the Chairman of the Board, or in his absence, the Vice-Chairman orExecutive Director, in that of priority, or if none of the foregoing is in office and presentand acting, by any other trustee chosen by the trustees in case of monthly/specialmeetings, or the members for annual meetings. The Secretary shall act as Secretary ofevery meeting. If the Secretary is not present, the chairman of the meeting shall appointa secretary for the meeting. In case the meeting is conducted through tele/videoconferencing, the guidelines prescribed under the relevant laws and regulations will beobserved. Section 7. Order of Business – The order of business at the annual meeting ofthe members shall be as follows: 1. Proof of service of the required notice of the meeting, except when such notice is waived by the members constituting a quorum. 2. Proof of the presence of a quorum. 3. Reading and approval of the minutes of the previous annual meeting, except when such reading is dispensed with by a majority vote of those present. 4. Pending issue/s for resolution. 5. Report of the President. 6. Election of the Trustees for the ensuing year. 7. Other matters.The order of business at any meeting may be changed by a vote of a majority of themembers present. 1
For monthly/special meetings, the agenda may be given by personal or special delivery,by phone or electronic mail to each member. Other matters not included in the agendamay be discussed upon majority vote of the members present and shall be binding aspassed except those matters which require a particular number of votes under theCorporation Code. Section 7. Voting Proxy – Each member is entitled to one vote, and they mayvote either in person or by proxy, which shall be in writing and filed with the Secretaryof the corporation before the scheduled meeting. Filing of proxies may be doneelectronically, i.e., electronic mail (e-mail) or facsimile. ARTICLE II TRUSTEES Section 1. Board of Trustees – Unless otherwise provided by law, the corporatepowers of the corporation shall be exercised, its business conducted and its propertycontrolled by the Board of Trustees to be elected by and from among the members.Without prejudice to such general powers as may be granted by law, the Board ofTrustees shall have the following express powers: 1. As it may deem necessary, to make and change rules and regulations with regard to the corporation’s management and affairs not inconsistent with these by-laws; 2. Purchase, receive, take or otherwise acquire, for and in the name of the corporation, any property, right, interest or privilege, as the transaction of affairs or purpose of the corporation may reasonably or necessarily require, upon such terms and conditions as the Board may deem proper or convenient; 3. Invest the funds of the corporation in an interest earning account with any reputable banking or financial institution; 4. Invest the funds of the corporation in another corporation or business or for any other purpose other than those for which the corporation was organized, whenever in the judgment of the Board of Trustees, the interests of the corporation would be promoted, subject to the members’ approval as may be required by law; 5. Incur such indebtedness as the Board may deem necessary and, for such purpose, to make and issue evidence of such indebtedness including, without limitation to, notes, deeds of trust, instruments, bonds, debentures, or securities, subject to the members’ approval as may be required by law, and/or pledge, mortgage, or otherwise encumber all or part of the properties and rights of the corporation in accordance with law; 6. Make provisions for the discharge of the obligations of the corporation as they mature; 7. Sell, lease, exchange, assign, transfer or otherwise dispose of any property, real or personal, belonging to the corporation whenever in the Board’s judgment the corporation’s interest would thereby be promoted; 8. Prosecute, maintain, defend, compromise or abandon any lawsuit in which the corporation or its officers are either plaintiffs or defendants in connection with the affairs or transactions of the corporation, and likewise, to grant installments for the payments or settlement of whatsoever debts are payable to the corporation; 9. Delegate, from time to time, any of the powers of the Board which may lawfully be delegated in the course of the current affairs or transactions of the corporation to any standing or special committee or to any officer or agent and to appoint any persons to be agents of the corporation with such powers (including the power to sub-delegate), and upon such terms, as may be deemed fit; 2
10. Implement these by-laws and to act on any matter not covered by these by-laws, provided such matter does not require the approval or consent of the members under any existing law, rules or regulation. Section 2. Qualifications – No member shall be eligible for election to theBoard of Trustees unless he has the following qualifications: 1. No delinquent dues; 2. Adheres to the rules and regulations imposed by the corporation and existing rules, regulations and laws of the Philippines; 3. Attended at least a majority of the scheduled meetings of the corporation for the year immediately preceding the election, either personally or by proxy; 4. Actively participates in the projects and activities of the corporation. Section 3. Disqualification of Trustees – No member convicted by finaljudgment of an offense punishable by imprisonment for a period exceeding six (6) years,or a violation of the Corporation Code, committed within five (5) years prior to the dateof his election or appointment, shall qualify as a trustee or officer. Section 4. Election and Term – The Board of Trustees shall be elected duringeach annual meeting of the members and shall hold office for one (1) year and untiltheir successors are elected and qualified. Section 6. Vacancies – Any vacancy occurring in the Board of Trustees, otherthan removal by the members or by expiration of term, may be filled by the vote of atleast a majority of the remaining trustees. If there is no quorum or if the required votecannot be achieved, the vacancy must be filled by the affirmative vote of a majority ofthe members having quorum. A trustee so elected to fill a vacancy shall be elected onlyfor the unexpired term of his predecessor in office.Any directorship to be filled by reason of an increase in the number of trustees shall befilled only by an election at a regular or at a special meeting of members duly called forthe purpose, or in the same meeting authorizing the increase of trustees if so stated inthe notice of meeting.The vacancy resulting from the removal of a trustee by the members in the mannerprovided by law may be filled by election at the same meeting of members withoutfurther notice, or at any regular or at any special meeting of members called for thepurpose, after giving notice as prescribed in these by-laws. ARTICLE III OFFICERS Section 1. Election/Appointment – Immediately after their election, the Boardof Trustees shall formally organize by electing the Chairman, Vice Chairman, ExecutiveDirector, Deputy Executive Director, Secretary, Treasurer and Auditor, who shall beelected by the Board of Trustees from among the members of the corporation except forthe positions of Chairman and Vice Chairman who shall be elected from among thetrustees.The Board may, from time to time, appoint such other officers as it may determine to benecessary or proper.Any two (2) or more positions may be held concurrently by the same person, except thatno one shall act as Executive or Deputy Executive Director and Treasurer or Secretaryat the same time. Section 2. Chairman and Vice Chairman of the Board – The Chairman of theBoard of Trustees shall preside at the meetings of the trustees and members, while theVice Chairman shall preside in such meetings upon the Chairman’s absence. TheChairman and Vice Chairman shall also exercise such powers and perform such dutiesas the Board of Trustees may assign to them. 3
Section 3. The Executive Director – The Executive Director shall also beknown as the Chief Executive Officer of the corporation and shall also haveadministration and direction of the day-to-day business affairs of the corporation andshall exercise the following functions: 1. Preside at the meetings of the Board of Trustees and of the members in the absence of the Chairman and Vice Chairman of the Board of Trustees; 2. Initiate and develop corporate objectives and policies and formulate long range projects, plans and programs for the approval of the Board of Trustees, including those for executive training, development and compensation; 3. Have general supervision and management of the business affairs and property of the corporation; 4. Ensure that the administrative and operational policies of the corporation are carried out under his supervision and control and in accordance with the authorities approved by the Board; 5. Appoint, remove, suspend, or discipline employees of the corporation, prescribe their duties, and determine their salaries; 6. Oversee the preparation of the budgets and the statements of accounts of the corporation; 7. Prepare such statements and reports of the corporation as may be required of him by law; 8. Represent the corporation at all functions and proceedings; 9. Execute, on behalf of the corporation, all contracts, agreements and other instruments affecting the interests of the corporation which require the approval of the Board of Trustees, except as otherwise directed by the Board of Trustees; 10. Make reports to the Board of Trustees and the members; and, 11. Perform such other duties as are incident to his office or are entrusted to him by the Board of Trustees.The Executive Director may assign the exercise or performance of any of the foregoingpowers, duties and functions to any other officer/s, subject always to his supervisionand control Section 4. The Deputy Executive Director – The Deputy executive Directorshall have such powers and shall perform such duties as may from time to time beassigned to him by the Board of Trustees or by the Executive Director. Section 5. The Secretary – The Secretary must be a resident and a citizen ofthe Philippines. He shall be the custodian of and shall maintain the corporate booksand record and shall be the recorder of the corporation’s formal actions andtransactions. He shall have the following specific powers and duties: 1. To record or see to the proper recording of the minutes and transactions of all meetings of the trustees and the members and to maintain minute books of such meetings in the form and manner required by law; 2. To keep the corporate seal and affix it to all papers and documents requiring a seal, and to attest by his signature all corporate documents requiring the same; 3. To attend to the giving and serving of all notices of the corporation required by law or these by-laws to be given; 4. To certify to such corporate acts, countersign corporate documents, and make reports or statements as may be required of him by law or by government rules and regulations. 4
5. To act as the inspector at the election of trustees and, as such, to determine the number of members entitled to vote, the number of memberships represented at the meeting, the existence of a quorum, the validity and effect of proxies, and to receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote. The Secretary may assign the exercise or performance of any or all of the foregoing duties, powers and functions to any other person or persons, subject always to his supervision and control. 6. To perform such other duties as are incident to his office or as may be assigned to him by the Board of Trustees or the Executive Director. Section 6. The Treasurer – The Treasurer of the corporation shall be its chieffiscal officer and the custodian of its funds, securities and property. The Treasurershall have the following duties: 1. To keep full and accurate accounts of receipts and disbursements in the books of the corporation; 2. To have custody of, and be responsible for, all the funds, securities and bonds of the corporation; 3. To deposit in the name and to the credit of the corporation, in such bank as may be designated from time to time by the Board of Trustees, all the moneys, funds, and similar valuable effects belonging to the corporation which may come under his control; 4. To render an annual statement showing the financial condition of the corporation and such other financial reports as the Board of Trustees, the Chairman, or the Executive Director may, from time to time, require; 5. To prepare such financial reports, statements, certifications and other documents which may, from time to time, be required by government rules and regulations and to submit the same to the proper government agencies; 6. To exercise such powers and perform such duties and functions as may be assigned to him by the Executive Director. Section 7. Auditor – The Auditor shall be the principal auditing officer of theCorporation. The auditor shall conduct periodic inspection of the books of accounts andproperties of the Corporation, and shall verify all financial statements prepared by theTreasurer and render reports thereon as may be required by the Board. Section 8. Term of Office – The term of office of all officers shall be for a periodof one (1) year and until their successors are duly elected and qualified. Such officersmay however be sooner removed for cause. Section 9. Vacancies – If any position of the officers becomes vacant by reasonof death, resignation, disqualification or for any other cause, the Board of Trustees, bymajority vote may elect a successor who shall hold office for the unexpired term. ARTICLE IV COMMITTEES AND THEIR FUNCTIONSSection 1. Homecoming Committee – This committee shall be in charge of thepreparations for the 25th anniversary of the batch. In order for the committee to achieveits objectives, sub-committees may be formed to perform specific tasks.Section 2. Outreach Committee – This committee shall be in charge of organizing thevarious outreach activities of the Corporation. 5
ARTICLE V MEMBERS Section 1. Qualifications for Membership – Membership in the corporationshall be open to all members of the Colegio San Agustin, Makati high school graduatingclass of 1991, including those who have become members of the batch at some timeeven if they did not actually graduate with the class. Membership status is obtainedthrough application and payment of dues. The membership criteria, other classes ofmembership and dues rates may be established from time to time by the Board ofTrustees. Section 2. Rights of members – subject to the provisions of the precedingsections, a member shall have the following rights: 1. To vote on all matters relating to the affairs of the corporation; 2. To be voted for any elective or appointive position of the corporation; 3. To participate in all deliberations and meetings; 4. To avail of all the facilities of the corporation; 5. To examine all the records or books of the corporation during business hours; 6. Any other right provided under the Corporation Code. Section 3. Duties and Responsibilities of the Members – A member shallhave the following duties and responsibilities; 1. To observe and comply with the By-Laws, rules and regulations that may be promulgated by the corporation from time to time; 2. Attend either in person or by proxy all meetings that may be called by the Board of Trustees; and, 3. Pay membership dues, fees, and charges imposed by the corporation. ARTICLE VI SUSPENSION AND TERMINATION OF MEMBERSHIPThe Suspension and termination of membership shall be in accordance with the rulesand regulations to be promulgated by the Board of Trustees and ratified by themembers by two-thirds (2/3) vote.A written complaint from any member of the corporation submitted to the Secretaryshall be sufficient to initiate proceedings for investigation to determine probable causeand sufficiency of evidence to impose disciplinary penalties upon the member.Suspension of any member shall be executed upon a vote of majority of members inattendance and constituting a quorum. However, an affirmative vote of at least two-thirds (2/3) of all the members shall be necessary to expel a member. ARTICLE VII FUNDS Section 1. Funds – The funds of the corporation shall be initially derived fromadmission fees, annual dues and charges on the members, gifts, donations, pledges,bequests, or grants. The Board of Trustees shall determine the membership dues. Section 2. Fees and Dues – Every member of the corporation shall, in additionto the membership fee, pay dues and charges that may be imposed by the corporationfrom time to time. 6
Section 3. Disbursements – Disbursement of the funds of the corporation forday-to-day activities shall be upon the discretion of the Executive Director, subject tothe requirement that there should be at least be two (2) signatories to checks thatwould be issued. The signatories shall be designated by the Board of Trusteesimmediately upon organization. For expenses incurred prior to incorporation andorganization, the Treasurer shall be the designated and authorized signatory upon theauthority of the Board of Trustees. Section 4. Compensation – No Trustee or officer of the Corporation shallreceive any compensation for his services as such, except for per diems and reasonableallowance as may be determined and approved by the Board of Trustees. Section 5. Fiscal year – The corporation shall operate on a calendar year basiswith the fiscal year beginning from January 1st and ending on December 31st of eachyear. ARTICLE VIII CORPORATE SEAL Section 1. Form – The seal of the corporation shall be in such form and designas may be determined by the Board. ARTICLE IX AMENDMENTS OF THE BY-LAWS Section 1. Amendments – These By-Laws, or any provision thereof, may beamended or repealed by a majority vote of the members and by a majority vote of thetrustees at any regular or special meeting duly held for the purpose.Adopted this____________ in the city of _____________, Philippines, by the affirmative voteof the undersigned members representing a majority of the members of the corporationin a special meeting duly held for the purpose.(signatures of all members) 7