Csa91 by laws revised

BY-LAWS
OF

CSA MAKATI 91, INC.
ARTICLE I
MEETINGS OF MEMBERS

Section 1. Annual Meetings – The annual meetings of members, for the
purpose of electing trustees and for the transaction of such business or concerns as
may properly come before the meeting, shall be held at the principal office or on such
venue and date in ___(MONTH)_____ of each year as may be determined by the board of
trustees.

Section 2. Monthly/Special Meetings – Monthly meetings of the members
shall be held every Third Friday of the month or on such other convenient date as may
be determined by the members. During such meetings, the Executive Director shall
render 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 or
the Executive Director or upon petition of 1/3 of the general membership.

Section 3. Notice of Meeting – Notices for annual or monthly/special meetings
of the members may be given by the Secretary by personal delivery, registered, special
delivery or electronic mail, or by facsimile or telegram at least one (1) week before the
date 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, by
telephone, telegram, or electronic mail. The notice of every special meeting shall state
the place, date, hour of the meeting and the purpose or purposes for which the meeting
is called. Other business not included in the notice may be considered at such meeting
with the consent of all the members present thereat.

Section 4. Waiver of Notice – Notice of meeting may be waived verbally by any
member attending it.

Section 5. Quorum – A quorum for any meeting of the members shall consist of
a majority of the members and a majority of such quorum may decide any question at
the meeting, except those matters where the Corporation Code requires the affirmative
vote of a greater proportion.

Section 6. Conduct of the Meetings – Meetings of the members shall be
presided over by the Chairman of the Board, or in his absence, the Vice-Chairman or
Executive Director, in that of priority, or if none of the foregoing is in office and present
and acting, by any other trustee chosen by the trustees in case of monthly/special
meetings, or the members for annual meetings. The Secretary shall act as Secretary of
every meeting. If the Secretary is not present, the chairman of the meeting shall appoint
a secretary for the meeting. In case the meeting is conducted through tele/video
conferencing, the guidelines prescribed under the relevant laws and regulations will be
observed.

Section 7. Order of Business – The order of business at the annual meeting of
the 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 the
members present.

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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 agenda
may be discussed upon majority vote of the members present and shall be binding as
passed except those matters which require a particular number of votes under the
Corporation Code.

Section 7. Voting Proxy – Each member is entitled to one vote, and they may
vote either in person or by proxy, which shall be in writing and filed with the Secretary
of the corporation before the scheduled meeting. Filing of proxies may be done
electronically, i.e., electronic mail (e-mail) or facsimile.

ARTICLE II
TRUSTEES

Section 1. Board of Trustees – Unless otherwise provided by law, the corporate
powers of the corporation shall be exercised, its business conducted and its property
controlled 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 of
Trustees 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;

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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 the
Board 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 final
judgment 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 date
of his election or appointment, shall qualify as a trustee or officer.

Section 4. Election and Term – The Board of Trustees shall be elected during
each annual meeting of the members and shall hold office for one (1) year and until
their successors are elected and qualified.

Section 6. Vacancies – Any vacancy occurring in the Board of Trustees, other
than removal by the members or by expiration of term, may be filled by the vote of at
least a majority of the remaining trustees. If there is no quorum or if the required vote
cannot be achieved, the vacancy must be filled by the affirmative vote of a majority of
the members having quorum. A trustee so elected to fill a vacancy shall be elected only
for the unexpired term of his predecessor in office.

Any directorship to be filled by reason of an increase in the number of trustees shall be
filled only by an election at a regular or at a special meeting of members duly called for
the purpose, or in the same meeting authorizing the increase of trustees if so stated in
the notice of meeting.

The vacancy resulting from the removal of a trustee by the members in the manner
provided by law may be filled by election at the same meeting of members without
further notice, or at any regular or at any special meeting of members called for the
purpose, after giving notice as prescribed in these by-laws.

ARTICLE III
OFFICERS

Section 1. Election/Appointment – Immediately after their election, the Board
of Trustees shall formally organize by electing the Chairman, Vice Chairman, Executive
Director, Deputy Executive Director, Secretary, Treasurer and Auditor, who shall be
elected by the Board of Trustees from among the members of the corporation except for
the positions of Chairman and Vice Chairman who shall be elected from among the
trustees.

The Board may, from time to time, appoint such other officers as it may determine to be
necessary or proper.

Any two (2) or more positions may be held concurrently by the same person, except that
no one shall act as Executive or Deputy Executive Director and Treasurer or Secretary
at the same time.

Section 2. Chairman and Vice Chairman of the Board – The Chairman of the
Board of Trustees shall preside at the meetings of the trustees and members, while the
Vice Chairman shall preside in such meetings upon the Chairman’s absence. The
Chairman and Vice Chairman shall also exercise such powers and perform such duties
as the Board of Trustees may assign to them.

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Section 3. The Executive Director – The Executive Director shall also be
known as the Chief Executive Officer of the corporation and shall also have
administration and direction of the day-to-day business affairs of the corporation and
shall 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 foregoing
powers, duties and functions to any other officer/s, subject always to his supervision
and control

Section 4. The Deputy Executive Director – The Deputy executive Director
shall have such powers and shall perform such duties as may from time to time be
assigned 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 of
the Philippines. He shall be the custodian of and shall maintain the corporate books
and record and shall be the recorder of the corporation’s formal actions and
transactions. 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.

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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 chief
fiscal officer and the custodian of its funds, securities and property. The Treasurer
shall 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 the
Corporation. The auditor shall conduct periodic inspection of the books of accounts and
properties of the Corporation, and shall verify all financial statements prepared by the
Treasurer 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 period
of one (1) year and until their successors are duly elected and qualified. Such officers
may however be sooner removed for cause.

Section 9. Vacancies – If any position of the officers becomes vacant by reason
of death, resignation, disqualification or for any other cause, the Board of Trustees, by
majority vote may elect a successor who shall hold office for the unexpired term.

ARTICLE IV
COMMITTEES AND THEIR FUNCTIONS

Section 1. Homecoming Committee – This committee shall be in charge of the
preparations for the 25th anniversary of the batch. In order for the committee to achieve
its objectives, sub-committees may be formed to perform specific tasks.

Section 2. Outreach Committee – This committee shall be in charge of organizing the
various outreach activities of the Corporation.

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ARTICLE V
MEMBERS

Section 1. Qualifications for Membership – Membership in the corporation
shall be open to all members of the Colegio San Agustin, Makati high school graduating
class of 1991, including those who have become members of the batch at some time
even if they did not actually graduate with the class. Membership status is obtained
through application and payment of dues. The membership criteria, other classes of
membership and dues rates may be established from time to time by the Board of
Trustees.

Section 2. Rights of members – subject to the provisions of the preceding
sections, 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 shall
have 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 MEMBERSHIP

The Suspension and termination of membership shall be in accordance with the rules
and regulations to be promulgated by the Board of Trustees and ratified by the
members by two-thirds (2/3) vote.

A written complaint from any member of the corporation submitted to the Secretary
shall be sufficient to initiate proceedings for investigation to determine probable cause
and sufficiency of evidence to impose disciplinary penalties upon the member.
Suspension of any member shall be executed upon a vote of majority of members in
attendance 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 from
admission 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 addition
to the membership fee, pay dues and charges that may be imposed by the corporation
from time to time.

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Section 3. Disbursements – Disbursement of the funds of the corporation for
day-to-day activities shall be upon the discretion of the Executive Director, subject to
the requirement that there should be at least be two (2) signatories to checks that
would be issued. The signatories shall be designated by the Board of Trustees
immediately upon organization. For expenses incurred prior to incorporation and
organization, the Treasurer shall be the designated and authorized signatory upon the
authority of the Board of Trustees.

Section 4. Compensation – No Trustee or officer of the Corporation shall
receive any compensation for his services as such, except for per diems and reasonable
allowance as may be determined and approved by the Board of Trustees.

Section 5. Fiscal year – The corporation shall operate on a calendar year basis
with the fiscal year beginning from January 1st and ending on December 31st of each
year.

ARTICLE VIII
CORPORATE SEAL

Section 1. Form – The seal of the corporation shall be in such form and design
as may be determined by the Board.

ARTICLE IX
AMENDMENTS OF THE BY-LAWS

Section 1. Amendments – These By-Laws, or any provision thereof, may be
amended or repealed by a majority vote of the members and by a majority vote of the
trustees at any regular or special meeting duly held for the purpose.

Adopted this____________ in the city of _____________, Philippines, by the affirmative vote
of the undersigned members representing a majority of the members of the corporation
in a special meeting duly held for the purpose.

(signatures of all members)

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Csa91 by laws revised

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