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HLURB HOA by - laws for regular registration
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DECLARATION OF PURPOSE
The purposes of this association are those set forth in its Articles of
Incorporation. Its primary concern is to facilitate the delivery of adequate
social services and economic advantages for the association to improve the
quality of life and well-being of its members.
NAME AND LOCATION
Section 1. Members - Every homeowner shall be qualified to be a
member of the association. Unless otherwise provided in the Contract to Sell,
Deed of Sale, or other instruments of conveyance, or annotated in the title of
the property, membership in the association is optional.
The right of membership, including the right to vote and to be voted for,
shall be exercised by the head of the family of each homeowner, lot
owner/buyer, or bonafide occupant, of a house or lot.
A lessee of a homeowner under a contract with a term of at least one
(1) year may qualify to be a member and shall have the rights of a member
upon complying with the requirements of membership under the by-laws and
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Section 2. Member in Good Standing - Every member in good
standing is one who complies faithfully with all the duties and obligations of a
member as determined by the Board of Directors.
Section 3. Rights and Privileges of Membership - Every member of
this association shall be entitled to participate in any meeting and vote on the
a. Amendment of the articles of incorporation;
b. Adoption and amendment of by-laws;
c. Sale, lease exchange, mortgage, pledge or other disposition of all
or substantially all of the association’s assets
d. Incurring, creating, or increasing bonded indebtedness;
e. Increases or decreases of association capitalization or dues;
f. Merger or consolidation of the association with another association
or other association;
g. Investment of association funds in another association; and
h. Dissolution of the association.
i. The use, enjoyment, and to benefit from, or take advantage of all
facilities, amenities and services of the association.
Unless otherwise stated in the Articles of Incorporation or in these bylaws, and in addition to the foregoing rights and privileges, every member in
good standing of this association shall have the following rights:
To vote at all elections of directors or trustees, either in person
or by representative authorized to act by written proxy;
To be eligible to any elective or appointive office of the
To participate and vote on all matters brought before any
meeting or deliberation of the members of the association;
To use, enjoy, benefit from, or take advantage of all facilities and
services of the association.
Section 4. Duties of Members - Every member of this association
shall have the following duties:
To pay his membership fee, association dues, special
assessments, and such other fees which may be levied on him
by the association;
To participate in important activities or social affairs of the
association as may be determined by the board of directors or
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To attend all meetings, assembly, and seminars as may be
called by the association, the board of directors or trustees or its
To obey and comply with this by-laws and such other rules and
regulations as may be promulgated by the board of directors or
trustees and approved by the majority of the members.
Section 5. Delinquent Member - Unless otherwise provided in the bylaws, a member who has failed to pay three (3) cumulative monthly dues or
membership fees, or other charges/assessment despite demands by the
association, or has repeatedly violated the association’s by-laws and/or
declared policies, may be declared delinquent by the Board of Directors in
accordance with the procedure in the succeeding section.
Section 6. Procedure in Declaring a Member Delinquent - The
Board or a committee assigned by the Board shall observe the following
procedure in declaring a member delinquent or not in good standing:
a) The Board or the Committee shall determine whether a member (1)
failed to pay at least three (3) cumulative monthly dues, fees or other
charges based on the report of the treasurer or as reflected in the
association’s financial records, or (2) repeatedly or grossly violated the
by-laws or policies of the association as reflected in the book of records
of the association;
b) The President or the designated officer of the association shall
forthwith notify the said member in writing of the violation and require
him to explain in writing, within fifteen (15) days from receipt of notice,
why he should not be declared delinquent.
c) After the lapse of fifteen (15) days, with or without a written
explanation, the President of the designated officer shall submit the
matter to the Board or Committee for hearing and deliberation.
d) Thereafter, the member may be declared delinquent by the majority
vote of all the members of the Board.
Section 7. Sanctions for a Delinquent Member - All the rights
and privileges of a member as provided in Section 3 is suspended upon
the declaration of delinquency by the Board.
Section 8. Reinstatement of a Delinquent Member - The board
shall, by majority vote, reinstate the membership of the delinquent member,
provided that unpaid dues, fees or charges are paid or the sanctions imposed
Nothing in this Rules shall prevent the association from imposing other
sanctions against the delinquent member in accordance with the by-laws.
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Section 9. Membership Roll - The association shall keep and
maintain under the custody of the Secretary, a membership roll containing the
list of all members and such additional members as may be admitted from
time to time, including information and data, which may be required by the
board of directors and trustees.
Section 10. Expulsion from the Association - Any member may be
expelled from the association on the following grounds:
a. Default in the payment of association dues specified in Article IV
hereof, for a period of thirty (30) days from written demand;
b. Ceasing to be a member in good standing, as determined by the
board of directors and trustees, after due notice and hearing;
c. Repeated violation of any of the provisions of the articles of
incorporation, this bylaws or existing rules and regulations of the association
and exhibiting conduct inimical to the interest of the association as determined
by the board of directors or trustees, after due notice and hearing.
FEES AND DUES
Section 1. Membership Fee - Upon the organization of this
Association, or the admission of any person as member hereof, every
member of the association shall pay a membership fee of
__________________ or in such amount as may be determined by the Board
of Directors upon approval of the majority of the general membership in a
meeting duly called for the purpose.
Section 2. Association or Maintenance Dues - Monthly association
and/or maintenance dues of __________________________________shall
be collected from every member to defray the administrative cost and
operational expenses of the association.
Section 3. Contributions - The association may raise funds for its
programs and activities, through contributions, donations and/or other forms.
Section 4. Special Assessments - The board of directors or trustees,
may from time to time, assess and collect from each member reasonable
amounts as may be necessary to fund special community projects for the
common good and benefit of the association as approved by the majority of
the members of the board and members of the association.
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BOARD OF DIRECTORS OR TRUSTEES
Section 1. Powers and Duties of the Board of Directors - Unless
otherwise provided in the articles of incorporation and this by – laws, the
powers of this association shall be exercised, all business conducted and all
of its property controlled and held by the board of directors or trustees elected
from among the members in good standing of this association.
In addition to the duties and responsibilities stated in the by-laws of the
association, the board shall have the following duties and responsibilities:
a) Regularly maintain an accounting system using generally accepted
accounting principles, and keep books of accounts, which shall be
open for inspection to any homeowner and duly authorized
representatives of government agencies upon request, during
reasonable hours on business days;
b) Collect reasonable fees, dues and assessments that may be provided
for in the by-laws and approved by the majority of the members;
c) Collect reasonable charges for assessments, and after due notice and
hearing by the board in accordance with the procedures as provided in
the by-laws, and rules and regulations adopted by the board, charge
reasonable fines for late payments and for violation of the by-laws,
rules, and regulations of the association, in accordance with a
previously established schedule adopted by the board and furnished to
d) Propose measures to raise funds and the utilization of such funds and
submit the same for consideration of the members of the association;
e) Undergo a free orientation by the HLURB or any other competent
agency deputized by it on how to conduct meetings, preparation of
minutes, handling of accounts, laws and pertinent rules and regulations
within thirty (30) days after election or appointment.
f) Discharge the duties and responsibilities provided for in the
association’s by-laws; and
g) Exercise such other powers as may be necessary and proper in
accordance with this Act and for the accomplishment of the purposes
for which the association was organized.
The board shall act in all instances on behalf of the association, except
to amend the articles of association, to dissolve the association, to elect
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members of the board or to determine the qualifications, powers and duties,
or terms of office of the board, and other instances that require the vote or
approval of the members themselves. In the performance of their duties, the
officers and members of the board shall exercise the degree of care and
loyalty required by such position.
Section 2. Number of Directors or Trustees and Qualifications The board of directors or trustees of this association shall be composed
of__________________ elected members. No person shall be elected as
director or trustee unless he is a member in good standing of this association.
Section 3. Nomination - Not less than seven (7) days nor more than
fourteen (14) days before the annual meeting at which the directors or
trustees are to be elected, any fifteen (15) or more members, may, by written
petition, nominate candidates to the Board and post their name in the bulletin
of the association.
Section 4. Election and Term of Office - Directors shall be elected by
secret ballot at the annual meeting of the members of the association. The
directors or trustees so elected shall hold offices for a term of
___________________________ years and until their successors are elected
Section 5. Verification and Validation of Petition for Removal of
Directors or Trustees - The following procedure shall be observed in case of
removal of a director or trustee of an association:
a) A director or trustee may be removed from office, through a verified
petition duly signed by the majority members in good standing of an
association, for any cause provided in the by-laws of the association;
b) The duly signed petition, subscribed and sworn to before a notary
public, shall be submitted to the Regional Office of the HLURB for
purposes of verification and validation. Within five (5) days from the
receipt of the petition, the Regional Office shall determine whether the
petition complies with the required formalities and based on any of the
grounds or causes for removal provided under the by-laws. Upon being
satisfied that the petition is sufficient in form and substance, the
Regional Office shall determine, based on its record, whether the
petition is signed by majority of the members of the association
c) If the Regional Office determines that the petition is not signed by the
required number of the members of the association, it shall then
dismiss the petition and shall inform the member who filed the petition
of its decision, furnishing a copy thereof to the board and the director or
trustee subject of the petition;
If, on the other hand, the petition is signed by the required number of
the members of the association, the Regional Office shall then proceed
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with the validation of the petition. The Homeowners Association
Administration Division of the Regional Office shall compare the
signature appearing in the petition with the records on file with the
d) The Homeowners Association Administration Division shall then
prepare a report on the conduct of validation and submit the same to
the Regional Director/Officer shall then issue an order validating the
petition and the removal of the director or trustee, furnishing a copy
thereof to the director/trustee concerned and the board;
e) Within sixty (60) days from the receipt of the order from the Regional
Director/Officer, an election shall be called by the remainder of the
board for the purpose of determining who shall hold office for the
unexpired term of the removed director or trustee;
f) The director or trustee who has been removed shall have the right to
question his removal on the sole ground of the validity of the cause
relied upon by the members of the association, through a petition filed
before the Regional Office within fifteen (15) days from the receipt of
the order of his removal; and,
g) The pendency of the petition filed by the director or trustee shall not
prevent the board from conducting the special election called for the
purpose of filling up the vacancy. In the event the HLURB decides that
the removal is invalid, the removed director or trustee shall then be
reinstated to his former position and serve the remainder of his term.
The tenure of the person who replaced the removed director from the
time of his election up to the time of the reinstatement of the latter shall
Section 6. Dissolution of the Board - In the event two-thirds (2/3) of
the association’s members submit a verified petition for the dissolution of the
board, the following procedure shall be observed:
a) The petition for the dissolution of the board shall be based solely on the
grounds or causes provided in the association’s by-laws;
b) The procedure provided in the subsections (b) to (g) of the immediately
preceding Section shall be observed;
c) Until the new board members shall have been elected and qualified,
the HLURB shall designate an interim board: Provided, That such
board shall be composed of association members in good standing:
Provided, further, That such interim board members shall not be
eligible to run in the election called for the purpose of replacing the
member of the dissolved board.
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This procedure shall also be adopted if a majority of the members of
the Board is removed, which shall be considered as a dissolution of the
Section 7. Vacancies - Except as herein above provided, any other
vacancies occurring in the Board either by resignation, death or incapacity,
shall be filled by a majority vote or the members entitled to vote at a special
meeting duly called and held for the purpose without compliance with the
foregoing provisions with respect to unexpired term(s) of the resigning,
incapacitated or deceased director(s) or trustee(s).
Section 8. Regular Meeting of the Board - The first regular meeting
of the Board shall without notice be held immediately after the annual meeting
of the members. Thereafter, the regular meeting of the Board shall also be
held on the ___________________________________ at the principal office
of the association and no notice thereof shall be required.
Section 9. Special Meeting of the Board - Special meeting of the
board may be called by the president or majority of the members of the board
and it shall thereupon be the duty of the secretary to cause the notice of such
meeting to be sent to each directors at least two (2) days before the meeting.
Section 10. Quorum - A majority of the directors or trustees shall
constitute a quorum at any meeting of the Board.
Section 11. Compensation - Granting of per diems only to officers
who are not members of the Board of Directors.
Section 1. Officers - The officers of the association shall be the
President, Vice-President, Secretary, Treasurer, Auditor and such other
officers as may from time be determined by the Board. Long-term lessees and
tenants are not qualified to be elected or appointed as president, vicepresident, and treasurer of the association.
Section 2. Election and Terms of Office - The officers mentioned in
Section 1 hereof shall be elected at the annual meeting of the Board held
immediately after the annual meeting of members and shall hold office for a
term of ____________________________ and until their successors shall
have been elected and qualified. If the election of officers cannot be held at
such meeting, the election shall be held during the next regular meeting.
Section 3. Compensation - The officers of the association who are
not members of the Board may receive such honoraria as may be determined
by the board of directors or trustees.
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Section 4. Removal of Officers - Any officers of the association may
be removed by a majority vote of the members of the Board constituting a
quorum whenever in its judgment the best interest of the association will be
Section 5. President - The President shall be elected by the board of
directors or trustees from their own number. He shall exercise such powers
and perform such duties incident to his office and such other duties as may
from time to time be delegated to him by the Board. Among others, the
Preside at all meetings of the members and of the board of
directors or trustees;
Exercise generals supervision over all the other officers of the
Represent the association in all activities to which it is a party or
Preside, in consultation with the appropriate officers and
committees, a yearly program of activities and submit and
annual report of the operations of the association to the
members at the annual meeting, and to the board of directors or
trustees such statements, report, memoranda and accounts as
may be requested by the latter;
Organize and supervise work groups among the members of the
Post a fidelity bond sufficient to answer for the association’s
cash assets and its equivalent at the time of his/her assumption
of office, provided, that the posting of the said bond shall be for
the personal account of the officer concerned;
Exercise the power to create additional committees as maybe
Section 6. Vice-President - The Vice-President shall be elected by the
board of directors or trustees from their own number. He shall be vested with
the all the powers and authorities of , and required to perform all of the duties
of the President during the absence or incapacity of the latter for any cause,
and he shall also perform such other duties as the board of directors or
trustees may from time to time assign to him.
Section 7. Treasurer - The Treasurer shall be elected by the board of
directors or trustees, and he/she may or may not be a director or trustees of
the association. He/she shall hold office at the pleasure of the board, and
shall perform the following duties.
a. Have custody of, and be responsible for, all the funds, securities,
and bonds of the association, and keep a complete and accurate
record of receipts and disbursements and other of commercial
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transactions in the corresponding books of accounts of the
association, and see to it that all disbursements and expenditures
are evidenced by appropriate vouchers;
Disburse the funds of the association, for specific purpose/s
authorized by a resolution of the board of directors or trustees;
Receive and give receipts for all moneys paid to the association
from any source whatsoever and take charge and have custody of
petty cash funds as may be fixed by the board;
Be responsible for keeping the financial records of the association
and the liquidation of any and all accounts liabilities and obligations
owing on dues from the association;
Shall monitor all delinquencies and send notices on overdue
association’s dues and/or demand letters;
Post a fidelity bond sufficient to answer for the association’s cash
assets and its equivalent at the time of his/her assumption of office
provided, that the posting of the bond shall be for the personal
account of the officer; and,
In general, perform all the duties incident to the office of the
treasurer and such other duties as may from time to time be
assigned to him by the board of directors or trustees.
The Treasurer may delegate the routine duties of his office to
one or more employees of the association with the approval of the
Section 8. Secretary - The Secretary shall be elected by the board of
directors or trustees, and he/she may not be a director or trustee of the
association. He/she shall hold office at the pleasure of the board, and shall
perform the following:
a. Keep full minutes of all meetings of the members of the board and
of the members, in one more books provided for this purpose;
b. Deliver or submit all notices in accordance with this by-laws or as
required by law or rules of the HLURB;
c. Keep all corporate records and the seal of the association which
shall be affixed t such instruments as may be required by the
HLURB and thereupon be attested by his signature or that of the
d. Keep a register or membership roll of the names and post office
addresses of all members;
e. Provide each member a copy of the by-laws and all amendments
f. In general, perform all duties incident to the office of the secretary
and such other duties as may from time to time be assigned by the
Section 9. Auditor - The Auditor shall be appointed by the board of
directors or trustees, and he/she may not be a director or trustee of the
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association. He/she shall hold office at the pleasure of the board, and shall
perform the following duties.
Serve as the chairperson of the audit and inventory committee
of the association;
Examine and audit all financial transactions of the association
including all the books, ledgers, journals and other supporting
records pertaining thereto; and
Perform all duties incident to the office of the auditor and such
other duties as may from time to time be assigned by the Board.
Section 1. Committees - The association, by a vote of the majority of
the members thereof, shall organize and create the following committees:
a. Grievance and Adjudication Committee. The members of the
grievance and adjudication committee, who should have experience
in counseling, shall be elected by the members in the annual
meeting of members. The committee shall accept and investigate
complaints filed by a member against any other member or officer,
and shall settle or arbitrate any dispute within its power in the
community. In the event that the grievance is not settled by the
committee, its decision may be appealed to the board of directors or
Any controversy or dispute shall first be brought before the Board of
directors or trustees prior to elevating the same to HLURB. The
board of directors or trustees shall issue a certification as to the
non-settlement of a dispute before HLURB shall take cognizance of
the dispute or controversy.
b. Audit and Inventory Committee. The audit and inventory committee
shall be responsible for auditing the accounts of the association. It
shall conduct such audit at least semi-annually and submit its
reports thereon to the board of directors or trustees.
c. Committee on Election. The committee on election shall be
composed of three (3) members, to be elected by the members in
the annual meeting who shall serve for a term of one year until their
successors have been elected and duly qualified.
The Committee shall supervise all election activities of the
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d. Development and Services Committee. The development and
services committee shall take charge o f planning, coordination and
actually operating the facilities and services of the association. It
shall be organized into groups or councils, which shall form as
backbone of the community service delivery system. Initially, these
groups or council may be the following: Health and Nutrition and
Mobility Groups. Additional groups or council shall be formed as the
e. Membership and Education Committee. The membership and
education committee shall take charge of the development of
human resources in the community. It shall conduct information,
educational and motivational campaigns and shall prepare and
implement training activities designed to make the resident
productive members of the association.
f. Financial Management Committee. Subject to the approval of the
Board of Directors, The financial management committee, shall
prepare the budget of the association and plan, adopt and
implement canvassing, procurement, and disbursement guidelines
for projects that will or may require the use of the association funds.
The committee shall also serve as a coordinating body for all
financial matters involving external institutions and shall evolve a
savings campaign and other fund raising activities.
g. Livelihood Committee. The livelihood committee shall plan and
coordinate all economic programs designed to supplement the
income of the members. As such, it shall closely coordinate with the
financial management committee in the preparations of feasibility
studies and other proposals.
h. Maintenance Committee. The maintenance committee shall take
charge of the upkeep and repair of community facilities and
services. It shall form and organize the beautification/ecology team
or group to maintain cleanliness and beauty in the community.
Peace and Order Committee. The peace and order committee shall
take charge of maintaining peace and order in the community. It
shall form and organize the members into tanod brigades to
safeguard the security of the area and emergency/disaster brigade
to meet any natural or man-made calamity.
Social and Cultural Affairs Committee. It shall be tasked with
planning, organizing and implementing social activities that will help
improve inter-personal relations among the members. Finally, it
shall form and organize Sports and Recreation Brigade.
Section 2. Special Committee - Other special committees, council, or
groups may be created by the board of directors or trustees as the need
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Section 1. Holding of Elections - A Homeowners Association shall
hold regular membership meetings or elections on the time or date set forth in
Section 2. Proxies - Association members may vote in person or by
proxy in all meetings of members. Proxies shall be in writing, signed by the
member and filed before the scheduled meeting with the association
secretary. Unless otherwise provided in the proxy, it shall be valid only for the
meeting for which it is intended. No proxy shall be valid and effective for a
period longer than three (3) years at any one time unless earlier revoked by
Section 3. Failure of Election - When a regular or special election
cannot be held or conducted due to lack of quorum as defined under
association by-laws or for any other serious cause such as violence,
terrorism, force majeure, and other analogous causes of such a nature
that the holding of a free, orderly and honest election should become
impossible, the Election Committee shall call for another election within a
period of thirty (30) days from the date of the failed election or the cessation of
the cause for such failure of election.
Section 4. Hold-Over - Where there is a failure to elect a new set of
directors or officers, the incumbent directors/trustees/officers shall be allowed
to continue in a hold-over capacity until their successors are elected and
Section 5. Election Contests - Election contests and their resolutions
shall be governed by the by-laws of the association. Unless otherwise
provided by the Association’s by-laws, the election contest shall be in writing
and filed by any aggrieved candidate/s within five (5) days after the
proclamation of the winning candidates.
Section 6. Turnover of Records and Properties by Outgoing
Directors/Officers - To ensure the orderly turnover of the management of an
Association, the outgoing directors and officers of an Association shall turn
over all Association books, records, properties and other assets, to the new
set of directors and officers within sixty (60) days from the election of the new
MEETING OF MEMBERS
Section 1. Place of Meeting - The meeting of members shall be held
at the principal office of the association.
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Section 2. Annual Meeting - The annual meeting of the members
shall be held on ______________________________________ of each year
at which meeting, the members shall elect the directors and transact such
other business as may properly be brought during the meeting. (For HOAs
who has 2-year term, annual membership meeting must be observed despite
no election in their first year to discuss other matters).
Section 3. Special General Meeting - At any time during the interval
between annual meeting, special meeting of the members may be called by
the president or by a majority of the board, provided, however, that ten (10)
per centum or more of the members in good standing may in writing, petition
the board of directors or trustees to call a special meeting of the members.
Section 4. Notice of Members Meeting - A written notice stating the
date, place and hour of the meeting and, in case of special or an annual
meeting, at which business requiring special notice is to be transacted, shall
be personally delivered to each member not less than five (5) days before the
date of the meeting.
Section 5. Quorum - Majority of the members in good standing
present in person or by proxy shall constitute a quorum at any meeting of the
members for the transaction of business.
Section 6. Voting - Each household shall be entitled to only one vote.
Voting by proxy shall be allowed. All questions shall be decided by a vote of
majority of those present and voting except as otherwise provided by law, the
articles of incorporation and this by laws.
Section 7. Proxies - Proxies shall be in writing, dated, signed by the
member, notarized, and filed before the scheduled meeting with the
Secretary. It shall be valid only for those meeting for which it is intended,
unless otherwise provided in the proxy.
Section 8. Annual Statement - A true and full statement of the affairs
of the association shall be submitted at the annual meeting for consideration
by the members.
Section 9. Minutes - Minutes of all meetings of the members shall be
kept and carefully preserved as a record of the matters and business
transacted at such meetings. The minutes shall contain such entries as may
be required by law.
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Section 1. Contracts - The board shall by specific resolution,
authorize any officer or officers, or member/s to enter any contract or execute
and deliver any instrument in the name or in behalf of the association.
Section 2. Signing of Checks, etc. - All checks, drafts, or other orders
for payment of money, and all notes, bond or other evidence of indebtedness
issued in the name of the association shall be signed jointly by the treasurer
and the president or other officers authorized by the Board.
Section 3. Deposit - All funds of the association such as association
dues and membership fees shall be deposited from time to time to the credit
or account of the association in such bank or banks as the board may
Section 4. Fiscal Year - The fiscal year of the association shall begin
on the 1st day of January and end on the 31 st day of December of each year.
The treasurer shall cause to be made a full and complete audit of the books,
accounts and financial condition of the association. Such audit shall be made
available for inspection by the members. For this purpose, the association
shall conduct such audit at least three (3) months before the end of the fiscal
year, make pertinent recommendations to the Board and render a report to
the members at the annual meeting.
Section 1. Board Rules and Regulations - The Board shall have the
power to promulgate such rules and regulations consistent with law, the
articles of incorporation or this by-laws.
Section 2. Amendments - These by laws or any portion or provision
hereof may be amended, repeated or otherwise changed, upon initiation of
the Board in any manner not contrary to law, the articles of incorporation,
contracts, or agreements, at a duly called and held regular meeting or special
meeting or special meeting, by the affirmative vote of a majority of the
members, provided, however, that notice of such meeting whether regular or
special, shall contain a fair statement of the proposed amendments.
The foregoing by-laws were adopted and approved by all the
incorporators on ______________________________________________ at
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(Note: If filed with Articles of Incorporation, should be signed by all Incorporators; if filed after
incorporation, should be signed by majority of the members)
IN WITNESS WHEREOF, we have hereunto set our hands this
_________day of ______________, 20____ at _______________________.
SIGNED IN THE PRESENCE OF:
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REPUBLIC OF THE PHILIPPINES )
CITY/PROVINCE OF ______________ ) S.S.
BEFORE ME, a Notary Public for and in _______________________
this ________ day of __________________, 20 _____, personally appeared:
known to me and known to be the same persons who executed the foregoing
instrument and acknowledged to me that the same is their free and voluntary
act and deed as well as the free and voluntary act and deed of the association
This instrument consisting of ______________pages including this
page whereon the acknowledgement clause is written, signed by the
authorized signatories together with their instrumental witnesses on each and
every page hereof sealed with my notarial seal, refers to the by-laws of the
WITNESS MY HAND AND SEAL on the day, year and place first
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