(ORIGINAL AND PROPOSED
AMENDMENTS)
BY-LAWS OF THE
PHILIPPINE NAVY SAVINGS
AND LOAN ASSOCIATION, INC.
(NON-STOCK)
ARTICLE I
OFFICE
ORIGINAL
Sec. 1. The principal office of the
Association shall be in Taguig City
PROPOSED
Sec. 1. The principal office of the
Association shall be in the City of
Taguig.
ARTICLE II
MEMBERSHIP
ORIGINAL
PROPOSED
Sec. 1. The following shall be eligible for
membership in the Association:
Sec. 1. The following shall be eligible for
membership in the Association:
1.1 Regular Members
1.1.1 Military personnel on
active duty and
permanent/casual
civilian employees of
the Philippine Navy;
1.1 Regular Members
1.1.1 Military personnel on
active duty and
permanent/casual
civilian employees of
the Philippine Navy
and Philippine Coast
Guard.
ARTICLE II
MEMBERSHIP
ORIGINAL
1.1.2 Retired military and civilian
personnel of the Philippine
Navy;
1.1.3 Immediate members of the
families (up to the second
degree of consanguinity or
affinity) of those falling under
numbers 1 and 2 of this
subparagraph.
PROPOSED
1.1.2 Retired military and civilian
personnel of the Philippine
Navy and Philippine Coast
Guard.
ARTICLE II
MEMBERSHIP
ORIGINAL
1.2 Honorary Members
1.2.1 Regular employees of the
Association.
PROPOSED
ARTICLE II
MEMBERSHIP
ORIGINAL
Sec. 2. Any person eligible for
membership shall become a member of
the Association only after approval of his
application for membership by the Board
of Trustees who shall require the
applicant to pledge and to abide by the
by-laws, rules and regulations and
policies of the Association.
PROPOSED
ARTICLE II
MEMBERSHIP
ORIGINAL
Sec. 3. Every new member shall pay the
amount of fifty pesos (P50.00) as
membership fee.
PROPOSED
ARTICLE III
CAPITAL CONTRIBUTIONS, SAVINGS DEPOSIT AND TIME
DEPOSITs
ORIGINAL
PROPOSED
Sec. 1. The maximum and minimum
non-withdrawable capital contribution
shall be determined by the Board of
Trustees. Any excess on the
maximum capital contribution shall
be treated as savings deposit and
shall earn interest computed based
on the prevailing rate.
Sec. 1. The minimum and maximum
fixed/non-withdrawable and withdrawable
capital contribution shall be determined by
the Board of Trustees. Any excess on the
maximum capital contribution shall be
treated as savings and time deposits and
shall earn interest at such rates as may be
set by the Board of Trustees, subject to
existing laws and regulations.
ARTICLE III
CAPITAL CONTRIBUTIONS, SAVINGS DEPOSIT AND TIME
DEPOSITs
ORIGINAL
PROPOSED
Sec. 2. Upon admission, each member
shall make a minimum initial amount of
fixed and non-withdrawable capital
contribution of Php 1,000.00 or such
bigger amount as may be determined
by the Board of Trustees. Provided,
that the maximum withdrawable capital
contribution for each member shall not
exceed ten times their fixed and nonwithdrawable capital contribution or as
may be provided by the Bangko Sentral
ng Pilipinas.
ARTICLE IV
MEMBERSHIP MEETING
ORIGINAL
PROPOSED
Sec. 1 Annual Meeting – Annual regular
meeting of members shall be held in the
principal office of the Association in
Taguig City or such other place within
Bonifacio Naval Station, Fort Bonifacio,
Taguig, Metro Manila as the Board of
Trustees may designate every last
Saturday of April each year at 9:00 A.M.
Sec. 1 Annual meetings of the
members shall be held in the principal
office of the Association in the City of
Taguig or such other place within the
Philippines as the Board of Trustees
may designate every last Saturday of
April each year at 9:00 A.M.
ARTICLE IV
MEMBERSHIP MEETING
ORIGINAL
Sec. 2 Special Meeting – Special
meeting of the members may be
called at the principal office of the
Association or at any time, by the
resolution of the majority of the Board
of Trustees or by order of the
Chairman of the Board or upon written
request of at least 100 members.
PROPOSED
ARTICLE IV
MEMBERSHIP MEETING
ORIGINAL
Sec. 3 Order of the business at the
annual meeting and, as far as possible,
at all meetings of the members shall be
as follows:
3.1 Calling the roll
3.2 Secretary’s proof of due notice of
the meeting
3.3 Reading and approval of the
minutes of the previous meeting
3.4 Reports of Officers
3.5 Unfinished Business
3.6 New Business
3.7 Adjournment
PROPOSED
ARTICLE IV
MEMBERSHIP MEETING
ORIGINAL
However, at the annual general
membership meeting where the election
of the Board of Trustees pursuant to
Article VI Sec. 3 immediately preceding
is to take place and/or coincides with, the
item/subject on the “Election of Trustees”
shall be inserted between and such
activity conducted immediately after the
rendition of the “Report of Officers” and
immediately before the “Unfinished
Business” phase of afore-prescribed
order of business.
PROPOSED
ARTICLE IV
MEMBERSHIP MEETING
ORIGINAL
PROPOSED
Sec. 4. All members shall be
notified not later than fourteen
(14) calendar days prior to the
day set for such meeting, and if
for a special meeting such
notice shall state the object of
the same.
Sec. 4. Notice of Meetings. Written or printed
notice of every annual or special meeting of
the members shall state the date, time and
place of the meeting and shall be mailed at the
member’s last address in the Association’s
record book or published in a newspaper of
general circulation or Philippine Navy general
message not later than thirty (30) days prior to
the date set for the special and annual
meeting. Any failure or defect in the notice
shall not invalidate annual or special meeting
of the members or any of the proceeding
thereat, if the business transacted at such
meeting is within the powers of the
Association and the majority of the members
of the Association are present or represented
at the meeting by proxy.
ARTICLE IV
MEMBERSHIP MEETING
ORIGINAL
PROPOSED
Sec. 5. Quorum. The presence at any
meeting of the Association, either by
person or by proxy, of the owners of
the majority of the total number of
votes as computed in this section,
shall constitute a quorum, and the
majority of such quorum shall decide
any question that may come before
the meeting, except, in those matters
where the law requires the affirmative
vote of a greater proportion.
ARTICLE V
POWER AND RIGHTS OF A MEMBER
ORIGINAL
PROPOSED
Sec. 1 At all meetings of
the Association, every
member shall be entitled
to have a voting right
equivalent to one (1) for
every
one
thousand
pesos (P1,000.00) of his
total capital contribution
Sec. 1 At all meetings, a member shall be entitled to one
(1) vote for every one thousand pesos (P1,000.00) of his
total capital contribution or up to a maximum of five
thousand (5,000) votes, irrespective of the amount of
his capital contribution as of February 1st
immediately preceding the general membership
meeting, which shall be the basis for computing the
number of votes of each member shall be entitled to.
Provided, that during the period from February 1st to
the date of the general membership meeting said
contributions shall not be reduced below the amount
of contribution as of February 1st, otherwise he shall
only be entitled to the number of votes
corresponding to the remaining balance as of April
15th;
ARTICLE V
POWER AND RIGHTS OF A MEMBER
ORIGINAL
PROPOSED
Sec. 2. Except where the law prescribes
that particular corporate decisions shall
be reached on the basis of one vote per
member; each member shall be entitled
to at least one vote.
Sec. 2. The Flag Officer-in-Command
shall be entitled to cast in favour of
his nominees the total number of
votes remaining after deducting the
total votes of the active Philippine
Navy members and their proxies
present from the total registered
number of votes of qualified active PN
members.
ARTICLE V
POWER AND RIGHTS OF A MEMBER
ORIGINAL
Sec. 3. The presence at any meeting of
the Association, either by person or by
proxy, of the owners of the majority of the
total number of votes as computed in this
section, shall constitute a quorum, and
the majority of such quorum shall decide
any question that may come before the
meeting, except, in those matters where
the law requires the affirmative vote of a
greater proportion.
PROPOSED
ARTICLE V
POWER AND RIGHTS OF A MEMBER
ORIGINAL
PROPOSED
Sec. 4. Members may vote at all
meetings by proxy duly given in writing
and duly presented to the Secretary for
inspection and record at or prior to the
opening of a meeting.
Sec. 3. Members may vote at all
meetings by proxy duly given in writing
and duly presented to the Corporate
Secretary as Chairman of the Electoral
Committee for inspection and record at
or prior to the opening of a meeting.
ARTICLE V
POWER AND RIGHTS OF A MEMBER
ORIGINAL
PROPOSED
Sec. 4. Proxies - At all meetings, members may
vote by proxy. The proxy shall be a member of the
Association whose authority is executed in
writing by the member on a printed proxy form to
be determined by the incumbent Board of
Trustees and the signed proxy form shall expire
after the meeting for which it was given. Such
proxies should be acknowledged before the
Corporate Secretary of the Association or a
notary public; and shall be filed with the
Corporate Secretary fourteen (14) days before the
time of the meeting. At any meeting, the presiding
officer’s decision on the authenticity of proxy
votes shall be final.
ARTICLE VI
BOARD OF TRUSTEES
ORIGINAL
PROPOSED
Sec. 1. The business and the
property of the Association shall
be managed by a Board of nine
(9) Trustees who shall be elected
by and from among the members
for a term of two years and shall
serve until their successors shall
have been elected and qualified.
Any vacancy arising from other
than by removal/expiration of term
shall be filled up during the next
election set by the Board/
Association.
Sec. 1. The business and the property of the Association
shall be managed by a Board of twelve (12) Trustees,
three (3) of whom shall come from the active PN
members who shall be nominated by the FOIC, PN.
The twelve (12) members of the Board shall be elected
by the general membership for a term of two years and
shall serve until their successors shall have been elected
and qualified. Any vacancy arising from other than by
removal/expiration of term shall be filled up during the next
election set by the Board/Association. Provided, that an
increase in trusteeship seats, the Board of Trustees
shall set a special election primarily for the purpose
of filling up the newly created trusteeship seats.
However, the winning candidates shall serve only for
one year or the remaining period which the incumbent
trustees are currently serving. Thereafter, in the next
scheduled regular election, all twelve (12) shall be
filled altogether.
ARTICLE VI
BOARD OF TRUSTEES
ORIGINAL
PROPOSED
Sec. 2. No person shall be eligible as a
Trustee of PNSLAI unless he/she is a
member of good standing, and has all the
qualifications
and
none
of
the
disqualifications as provided in the
pertinent laws of the Corporation Code of
the Philippines, SEC and BSP.
Sec. 2. No person shall be eligible as a
Trustee of PNSLAI unless he/she is a
member of good standing, and has all the
qualifications
and
none
of
the
disqualifications as provided in the
pertinent laws of the Corporation Code of
the Philippines, SEC and BSP.
He must not be currently a
trustee/director or an official employed
in any position involved in the
management and administration of a
directly competing SLAI/Quasi-Bank and
Non-Bank Financial Institution, or, if not
currently holding the same, he must not
have held such positions for the past
five (5) years prior to his election.
ARTICLE VI
BOARD OF TRUSTEES
ORIGINAL
Sec. 3. Election of Trustees shall be held
every two years at the annual general
membership meeting, which shall be
conducted in the manner provided in the
Corporation
Law.
The
formalities,
procedures and machinery for election
shall be determined by the officer
presiding at the meeting; provided,
however, that voting must be by secret
ballots.
PROPOSED
ARTICLE VI
BOARD OF TRUSTEES
ORIGINAL
PROPOSED
Sec. 4. The regular meeting of the Board
of Trustees shall be held at the principal
office of the Association or such any
place as may be designated from time to
time by the Board of Trustees, on the
second Thursday for each month at nine
o’clock (9:00) A.M.
Sec. 4. The regular meeting of the Board
of Trustees shall be held at the principal
office of the Association or such any
place as may be designated from time to
time by the Board of Trustees, on the
second Thursday or any day of each
month as determined by Board of
Trustees at nine o’clock (9:00) A.M.
provided that a written notice or by
telephone, electronic mail, text or
other expeditious means, of the
regular meeting shall be sent at least
one day prior to the meeting.
ARTICLE VI
BOARD OF TRUSTEES
ORIGINAL
Sec. 5. The Special meetings of the
Board of Trustees which shall be held at
the principal office of the Association or
at such other place as may be
designated in the call, may be called by
the Chairman of the Board on his own
initiative or when requested of him in
writing by at least two other members of
the Board of Trustees.
PROPOSED
ARTICLE VI
BOARD OF TRUSTEES
ORIGINAL
PROPOSED
Sec. 6. The written notices of both
special and regular meetings shall be
sent by the Secretary to each member
of the Board not later than one day
before any such meeting, and notices of
special and regular meetings shall state
the object and purposes thereof.
However, no failure of notice of any
regular meeting shall invalidate such
meeting.
Sec. 6. The notices of both special and
regular meetings shall be sent by the
Secretary to each member of the Board
not later than one day before any such
meeting, and notices of special and
regular meetings shall state the object
and purposes thereof. However, no failure
of notice of any regular meeting shall
invalidate such meeting.
ARTICLE VI
BOARD OF TRUSTEES
ORIGINAL
Sec. 7. A quorum at any meeting of the
Trustees shall consist of a majority of the
entire membership of the Board. A
majority of such quorum shall decide any
question that may come before the
meeting, except as provided by the
Corporation Code.
PROPOSED
ARTICLE VI
BOARD OF TRUSTEES
ORIGINAL
Sec. 8. Each Trustee shall receive a
minimum per diem which the Board may
determine for attendance at any meeting
of the Board subject to the provisions of
the
Corporation
Code.
Provided,
however, that nothing therein contained
shall be construed to preclude any
Trustee from serving in any other
capacity and receiving compensation
therefor. The Board shall fix the
compensation of any Trustee who serves
in any other official capacity or performs
executive functions or any special
service to the Association.
PROPOSED
ARTICLE VI
BOARD OF TRUSTEES
ORIGINAL
Sec. 9. The Board of Trustees shall have full power
and authority over the management of the
Association and perform such other functions as
mandated by R.A. 8367, Corporation Code of the
Philippines, and the Manual of Regulations for Banks
and Other Financial Intermediaries issued by the
Bangko Sentral ng Pilipinas. Furthermore, any
trustee whose function in the Association requires the
exercise of discretion, more specifically the
President, Executive Vice-President and General
Manager, and Senior Vice-President for Operations
and Administration, shall not be subject to/covered by
any prescribed compulsory retirement age, and shall
continue in such function/position provided sufficient
proof of his/her mental and physical fitness to act and
perform the duties/responsibilities thereof is
presented/exists. The requirement of being mentally
and physically fit to perform the duties/responsibilities
appurtenant to his/her position should both concur/be
present, otherwise the absence of either one would
tantamount to a disqualification to further hold such
position in Management.
PROPOSED
ARTICLE VI
BOARD OF TRUSTEES
ORIGINAL
Sec. 10. Chairman of the Board – He
shall be the presiding officer of the Board
of Trustees at all meetings. He shall have
general supervision of the general affairs
of the Association.
PROPOSED
ARTICLE VI
BOARD OF TRUSTEES
ORIGINAL
Sec. 11. The Vice-Chairman shall
exercise all the functions and perform all
the duties of the Chairman in the
absence or disability of the latter and
shall perform such other duties as may
be assigned to him by the Board of
Trustees or the Chairman of the Board.
PROPOSED
ARTICLE VI
BOARD OF TRUSTEES
ORIGINAL
Sec. 12. The Corporate Secretary shall
issue notices of all meetings upon order
of the Chairman; shall prepare and keep
the minutes; shall have charge of the
corporate books, except books of
accounts; shall sign such instruments as
shall require his signature; and shall
make such reports and perform such
other duties as are incident to his office
or are properly required by him by the
Board of Trustees.
PROPOSED
ARTICLE VII
DIRECTION, MANAGEMENT AND ADMINISTRATION
ORIGINAL
PROPOSED
Sec. 1. The Officers of the Association
shall be a President, an Executive VicePresident,
Vice-Presidents,
General
Manager, Internal Auditor, and such other
officers as may be designated by the
Board of Trustees from time to time. The
President shall be elected by the Board
of Trustees from among themselves.
Sec. 1. The Officers of the Association
shall be a President, an Executive VicePresident,
Senior
Vice-Presidents,
Vice-Presidents,
General
Manager,
Internal Auditor, and such other officers
as may be designated by the Board of
Trustees from time to time.
The
President shall be elected by the Board
of Trustees from among themselves.
ARTICLE VII
DIRECTION, MANAGEMENT AND ADMINISTRATION
ORIGINAL
Sec. 2. The staff officers and rank and
file employees shall be appointed on a
permanent basis.
PROPOSED
ARTICLE VIII
POWERS, DUTIES AND RESPONSIBILITIES OF THE OFFICERS OF
THE ASSOCIATION
ORIGINAL
Sec. 1. The President shall provide the
direction of the Association and the business
operation of the Association based on the
guidance of the Board of Trustees; shall sign
or countersign all contracts and other
instruments of the Association; shall make
reports to the Trustees and members; shall
see to it that the policies, resolutions and
orders of the Board of Trustees are duly
executed and carried out; and shall perform all
such other duties as are incident to his office
or are properly required of him by the Board of
Trustees, and in accordance with applicable
provisions of Republic Act 8367 and the
Corporation Code of the Philippines.
PROPOSED
ARTICLE VIII
POWERS, DUTIES AND RESPONSIBILITIES OF THE OFFICERS OF
THE ASSOCIATION
ORIGINAL
Sec. 2. The Executive Vice-President
shall assist the President in the
management and operation of the
Association and, if qualified, shall
exercise all the functions and perform all
the duties of the President in the
absence or disability of the latter and
shall perform such other duties as may
be assigned to him by the President
PROPOSED
ARTICLE VIII
POWERS, DUTIES AND RESPONSIBILITIES OF THE OFFICERS OF
THE ASSOCIATION
ORIGINAL
Sec. 3. The General Manager shall
manage and control the properties,
interest, business and affairs of the
Association; assist the President in the
implementation of all policies of the
Board; plan and prepare an Annual
Budget in coordination with the other
staffs for the approval of the Board;
prepare training programs to enhance
the professional knowledge and skill of
the staff officers and employees, and
perform such other functions as may be
directed by the President.
PROPOSED
ARTICLE VIII
POWERS, DUTIES AND RESPONSIBILITIES OF THE OFFICERS OF
THE ASSOCIATION
ORIGINAL
PROPOSED
Sec. 4. The Senior Vice President for Operations
shall provide overall direction and guidance to
the operational activities of the Operations
Department. He/She shall develop a cohesive
and comprehensive loan packages and
marketing
strategies
that
will
increase
production
performance
and
revenue
generation. He/She shall provide direction and
structure for operating units that will keep all
branch offices moving in the same general
direction of maximizing growth and profitability
of the Association. He/She shall prepare the
annual Operating Program Budget and the
semestral and annual Program Performance
Review and Assessment. Follows direction set
by the President.
ARTICLE VIII
POWERS, DUTIES AND RESPONSIBILITIES OF THE OFFICERS OF
THE ASSOCIATION
ORIGINAL
PROPOSED
Sec. 5. The Senior Vice President for Asset
Management Group will be responsible for the
financial/fiscal management of the Association and
provide comprehensive reporting of all financial and
management accounting, human resource planning
and budgeting of the administration and other support
activities. He/She shall be responsible for setting the
strategic direction of and providing executive
leadership to the Human Resources function this
including responsibility for occupational health and
safety, along with employee and Labor Relations
policies and programs. He/She shall maintain
progressive, proactive compensation, retirement/
separation plans and employee benefits programs to
provide motivation, incentives and rewards for
effective performance. He/She shall be responsible for
providing the logistics requirements of the Association
and custody of the properties of the Association.
ARTICLE VIII
POWERS, DUTIES AND RESPONSIBILITIES OF THE OFFICERS OF
THE ASSOCIATION
ORIGINAL
PROPOSED
Sec.
4.
The
Vice-President
for
Administration and Human Resource
Management and Development shall
have custody of the properties of the
Association; provide adequate and
qualified
human
resources
and
economical logistics requirements of the
Association and perform all other
relevant duties required by the President.
Sec.
6.
The
Vice-President
for
Administration and Human Resource
Management and Development shall
have custody of the properties of the
Association; provide adequate and
qualified
human
resources
and
economical logistics requirements of the
Association and perform all other
relevant duties required by the President.
ARTICLE VIII
POWERS, DUTIES AND RESPONSIBILITIES OF THE OFFICERS OF
THE ASSOCIATION
ORIGINAL
PROPOSED
Sec. 5. The Vice-President for Treasury
shall have custody of all money and
securities which come into his/her
possession. He/She shall, as far as
practicable, deposit the money of the
Association in such banks as may be
designated from time to time by the
Board of Trustees. He/She shall perform
all other duties incident to his/her office
and all that are properly required of
him/her by the President. He/She shall
post a bond as may be required by
pertinent regulations.
Sec. 7. The Vice-President for Treasury
shall have custody of all money and
securities which come into his/her
possession. He/She shall, as far as
practicable, deposit the money of the
Association in such banks as may be
designated from time to time by the
Board of Trustees. He/She shall perform
all other duties incident to his/her office
and all that are properly required of
him/her by the President. He/She shall
post a bond as may be required by
pertinent regulations.
ARTICLE VIII
POWERS, DUTIES AND RESPONSIBILITIES OF THE OFFICERS OF
THE ASSOCIATION
ORIGINAL
PROPOSED
Sec.
6.
The
Vice-President
for
Comptrollership shall keep regular books
of accounts where the financial
transactions of the Association shall be
entered; shall prepare all the financial
reports as required by the President or
Board of trustees and government
institutions
Sec. 8. The Vice-President for Finance
shall keep regular books of accounts
where the financial transactions of the
Association shall be entered; shall
prepare all the financial reports as
required by the President or Board of
trustees and government institutions
ARTICLE VIII
POWERS, DUTIES AND RESPONSIBILITIES OF THE OFFICERS OF
THE ASSOCIATION
ORIGINAL
PROPOSED
Sec. 7. The Internal Auditor shall report
directly to the Board of Trustees or to an
Audit
and
Examining
Committee
composed of trustees who are not
connected with the management. The
Internal Auditor shall not install nor
develop procedures, prepare records or
engage in other activities which he
normally reviews or appraises.
Sec. 9. The Internal Auditor shall report
directly to the Board of Trustees or to an
Audit
and
Examining
Committee
composed of trustees who are not
connected with the management. The
Internal Auditor shall not install nor
develop procedures, prepare records or
engage in other activities which he
normally reviews or appraises.
ARTICLE IX
AUTHORIZED SIGNATORIES
ORIGINAL
PROPOSED
Sec. 1. All negotiable and other instruments,
contracts and documents of any kind executed
for and in the name of the Association shall be
signed by the President or the General Manager,
and whenever required by the board shall be
countersigned by the Corporate Secretary:
Provided that the Board may authorize such other
officer or officers or agents, to enter into any
contract or execute and deliver any instrument in
the name of and on behalf of the Association, as
may be necessary in the usual course of the
operations and transactions of the Association
and under such conditions as the Board may
impose; Provided, further, that in case of checks,
drafts or orders for the payment of money, notes,
evidences of indebtedness or any other
instruments that may be required, the same shall
be signed by the Treasurer/Vice-President for
finance or any other officer assigned with the
Treasury/Finance Department so authorized by
the Board, and countersigned by the President or
any other authorized officer of the Association.
Sec. 1. All negotiable and other instruments,
contracts and documents of any kind executed
for and in the name of the Association shall be
signed by the President or the General Manager,
and whenever required by the board shall be
countersigned by the Corporate Secretary:
Provided that the Board may authorize such other
officer or officers or agents, to enter into any
contract or execute and deliver any instrument in
the name of and on behalf of the Association, as
may be necessary in the usual course of the
operations and transactions of the Association
and under such conditions as the Board may
impose; Provided, further, that in case of checks,
drafts or orders for the payment of money, notes,
evidences of indebtedness or any other
instruments that may be required, the same shall
be signed by the Vice-President for Treasury or
any other officer assigned with the Treasury
Department so authorized by the Board, and
countersigned by the President or any other
authorized officer of the Association.
ARTICLE X
LOANS AND CREDIT POLICIES
ORIGINAL
Sec. 1. The Board of Trustees shall
provide overall policy guidance on loans.
PROPOSED
ARTICLE X
LOANS AND CREDIT POLICIES
ORIGINAL
PROPOSED
Sec. 2. No loan shall have a maturity
date of more than five (5) years or 60
months except loans on the security
of unencumbered real estate, for the
purpose of building, acquiring or
repairing residential houses and for
the purpose of land on which to build
houses which may be granted with
maturity date not exceeding fifteen
(15) years.
ARTICLE X
LOANS AND CREDIT POLICIES
ORIGINAL
PROPOSED
Sec. 2. The Board of Trustees shall
create a Credit Committee which shall
formulate policies, rules and regulations
in accordance with Republic Act 8367
and the Manual of Regulations for Banks
and other Financial Intermediaries issued
by the Bangko Sentral ng Pilipinas that
will safeguard the granting of loans to the
members.
Sec. 3. The Board of Trustees shall
create a Credit and Loans Committee
which shall formulate policies, rules and
regulations in accordance with Republic
Act 8367 and the Manual of Regulations
for
Banks
and
other
Financial
Intermediaries issued by the Bangko
Sentral ng Pilipinas that will safeguard
the granting of loans to the members.
ARTICLE XI
OPERATING PROGRAM BUDGET
ORIGINAL
PROPOSED
Sec. 1. There shall be an approved
OPERATING
PROGRAM
BUDGET
(OPB) to cover the expenditure of the
Association for a particular year. The
President shall present the OPB for
the coming year on or before the
regular BOT meeting in September.
The OPB shall be reviewed and
approved by the Board of Trustees on or
before the regular BOT meeting for the
month of November.
Sec. 1. There shall be an approved
OPERATING
PROGRAM
BUDGET
(OPB) to cover the expenditure of the
Association for a particular year. The
OPB shall be reviewed and approved by
the Board of Trustees on or before the
regular BOT meeting for the month of
November.
ARTICLE XII
PROGRAM PERFORMANCE REVIEW AND ASSESSMENT
ORIGINAL
Sec. 1. There shall be semestral and
annual Program Performance Review
and Assessment (PPRA) to be
conducted regularly to gauge the
performance of the Association. The
President shall present the annual PPRA
on or before the regular BOT meeting in
February while the semestral PPRA shall
be presented not later than two (2)
months after the end of the period under
review.
PROPOSED
ARTICLE XIII
SEPARATION AND RE-ENTRY
ORIGINAL
PROPOSED
Sec. 1. Any member may severe his
membership by written applications
addressed to the Board of Trustees
subject to the applicable provisions of
Republic Act 8367.
Sec. 1. Any member may terminate his
membership by written application
addressed to the Board of Trustees
subject to the applicable provisions of
Republic Act 8367.
ARTICLE XIII
SEPARATION AND RE-ENTRY
ORIGINAL
PROPOSED
Sec. 2. A previous member may reapply by submitting a written
application
addressed
to
the
Membership Committee and his
application shall be subject to the
approval of the Board of Trustees.
ARTICLE XIV
DISTRIBUTION OF NET INCOME
ORIGINAL
PROPOSED
Sec. 1. The Board of Trustees may
declare dividends only from the net
earnings of the Association after making
proper provisions for the necessary
reserves in accordance with the
regulations of the Bangko Sentral ng
Pilipinas and applicable provisions of
Republic Act 8367.
Sec. 1. The Board of Trustees may
distribute net income to its members
out of its adjusted Undivided Profits
and the balance of its Surplus Free
Account as of the calendar year-end
or
fiscal
year-end
immediately
preceding the date of net income
distribution but in no case shall the
Association distribute any of its net
income and/or surplus to its member
if its Capital Adequacy Ratio and
capital contributions are below the
level required under applicable
provisions of Republic Act 8367 and
the rules and regulations prescribed
by the Bangko Sentral ng Pilipinas.
ARTICLE XV
ACCOUNTING PERIOD
ORIGINAL
Sec. 1. The fiscal year of the Association
shall commence on January 1st and close
on the 31st day of December of the same
year.
PROPOSED
ARTICLE XVI
SEAL
ORIGINAL
Sec. 1. The Corporate seal of the
Association shall be determined by the
Board of Trustees.
PROPOSED
ARTICLE XVII
GENERAL PROVISIONS
ORIGINAL
Sec. 1. In the absence of the specific
provisions of the By-Laws as well as
orders, circulars, rules and regulations of
the Board of Trustees of the Association
and the Bangko Sentral ng Pilipinas,
Republic Act 8367 shall govern the
operation of the Association.
PROPOSED
ARTICLE XVII
GENERAL PROVISIONS
ORIGINAL
Sec. 2. The Flag Officer in Command of
the Philippine Navy shall be the Adviser
of the Association.
PROPOSED
ARTICLE XVIII
AMENDMENTS, REPEAL OR ADOPTION OF BY-LAWS
ORIGINAL
PROPOSED
Sec. 1. Majority of the members and
majority of the members of the Board of
Trustees, may, at a meeting called for
that purpose, may amend or repeal the
by-laws, or adopt new by-laws, subject to
the approval of the Bangko Sentral ng
Pilipinas and SEC.
Sec. 1. Majority of the members either
by person or by proxy and majority of
the members of the Board of Trustees, at
a meeting called for that purpose, may
amend or repeal the by-laws, or adopt
new by-laws, subject to the approval of
the Bangko Sentral ng Pilipinas and
SEC.
Two-thirds
(2/3)
of
the
members may delegate the power to
amend, repeal, or adopt new by-laws
to the Board of Trustees pursuant to
the provisions of the Corporation
Code of the Philippines.
EXPLANATORY NOTE
The proposed amendments to Article VI (Board of Trustees),
more specifically Sections 1, 2 and 8 of the PNSLAI By-Laws
insofar as they pertain to the Independent Trustees required
pursuant to BSP Circular No. 749, series of 2012 (amending
subsection X141.1 of the Manual of Regulations for Banks) which
were approved by more than 2/3 voting rights of the members
during the Special General Membership Meeting held on December
01, 2012, were thereafter discontinued (and the folder containing
said proposed amendments which were transmitted to and were
pending at BSP, was returned to PNSLAI), based on a letter from
BSP (Director Ma. Belinda G. Caraan, ISD I) dated 16 April 2013
addressed to the PNSLAI President, Commo Dante Z. Ruiz AFP
(Ret), the pertinent portions of which are quoted thus:
EXPLANATORY NOTE
“ x x x. the provisions of subsection X141.1 of the
Manual of Regulations for Banks (as amended by the
aforementioned Circular) requiring the appointment of
Independent Directors, were not made applicable to
Non-Stock Savings and Loan Associations. Hence,
PNSLAI is not required to amend its AOI and By-Laws
to include Independent Trustees in the composition of
its BOT. x x x.”