BY-LAWS
ASSOCIATION OF HOMEOWNERS OF PALMA DE ORO SUBDIVISION INC.
ARTICLE I
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.
ARTICLE II
NAME AND LOCATION
The name of this Association is Association of Homeowners of Palma De Oro
Subdivision Inc.(A HoopDos Inc.). Its principal office is at Clubhouse office, Palma De
Oro Subdivision, Jose Abad Santos Avenue, Dolores, City of San Fernando,
Pampanga.
ARTICLE III
MEMBERSHIP
Section 1. Members. - All homeowners and lot owners are, and shall automatically
become members of the association. Lessees, upon written endorsement of the
member-lessor, shall become members in lieu of the latter, and which membership shall
be co-terminus with their lease.
Section 2. Number of Members. For the purpose of determining the number of
members of A HoopDos Inc , only the head or 2nd head of the household shall be
registered as the member. In case of multiple lot owners, the member on record shall be
chosen by the co-owners and shall inform A HoopDos Inc in writing of their decision.
Section 3. Member in Good Standing. A 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 (hereinafter referred to as the “Board”). He/She shall enjoy the right to
participate and vote during elections and in all meetings or deliberations of the members;
use, and benefit from, or take advantage of all facilities, amenities and services of the
association such as but not limited to clearing of roads, garbage collection, security
agency services and assistance, use of the village center subject to applicable rules and
guidelines.
Section 4. Rights and Privileges of Membership.Every member of A HoopDos Inc
shall be entitled to participate in any meeting, referendum, and the like and vote on the
following matters:
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’sassets;
d) Incurring, creating, or increasing bonded indebtedness;
e) Increases or decreases of association capitalization ordues;
f) Merger or consolidation of A HoopDos Inc with another association;
g) Investment of funds in another association; and,
h) Dissolution of the association.
Any member of A HoopDos Inc has the right to inspect and examine the association
records at reasonable hours during business days.
Unless otherwise stated in the Articles of Incorporation or in these by-laws, and in
Addition to the foregoing rights and privileges, every member in good standing of A
HoopDos Inc shall have the following rights:
a) To vote at all elections of directors, either in person or by representative authorized to
act by written proxy;
b) To be eligible to any elective or appointive office of the association;
c) To participate and vote on all matters brought before any meeting, referendum or
deliberation of the members ofthe association; and,
d) To avail himself of all the facilities and services of A HoopDos Inc subject to
applicable
association guidelines.
Section 5. Duties of Members. Every member of A HoopDos Inc shall have the
following duties:
a) To pay his membership fee, association dues, special assessments, and such other
fees which may be levied on him/her by A HoopDos Inc;
b) To participate in important activities or social affairs ofthe association as may be
determined by the Board;
c) To attend all meetings, assembly, and seminars as maybe called by A HoopDos Inc,
the Board or its committees;
d) To obey and comply with this by-laws and such other rules and regulations as
promulgated by the Board.
Section 6. Membership Roll. A HoopDos Inc 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.
Section 7. Expulsion from the Association. Any member may be expelled from the
association on the following grounds:
a) Default in the payment of association dues as 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, after due
notice and hearing.
c) Repeated violation of any of the provisions of the articles of incorporations of
A HoopDos Inc and exhibiting conduct inimical to the interest of A HoopDos Inc as
determined by the Board, after due notice and hearing.
ARTICLES IV
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 Pesos: Forty pesos per square meter (Php 40.00/sqm.) to be
paid in full.
All membership fees shall be collected, invested and maintained in low-risk but high
yielding financial instrument/s. The principal of such membership fee shall not be used
for village maintenance and related expenses. It shall not be used for any other purpose
or invested in a venture without the approval of the majority of members in good
standing in a quorum. Proceeds from the principal in the form of interest or dividends
may however be used to defray village maintenance expenses.
Section 2. Association or Maintenance Dues. Monthly association and/or
maintenance dues, the amount of which shall be determined by the Board and
approved by the general membership shall be collected from every member to
defray the administrative cost and operational expenses of A HoopDos Inc.
Section 3. Contributions. A HoopDos Inc may raise funds for its programs and
activities, through contributions, donations and/ or other forms.
Section 4. Special Assessments. The Board, may from time to time, assess and
collect from each member reasonable amounts as may be necessary to fund special
projects for the common good and benefit of A HoopDos Inc as approved by the
majority of the members of the board.
ARTICLE V
BOARD OF DIRECTORS
Section 1. Board of Directors. Unless otherwise provided in the articles of
incorporation and this by-laws, the powers of this association shall be exercised, all
businesses conducted, and all of its property controlled and held, by the Board elected
from among the members in good standing.
Section 2. Powers. The Board shall have general management of A HoopDos Inc
conferred upon it by these by-laws or by statutes or laws of the Republic of the
Philippines. Without prejudice to the general powers herein above granted and
conferred, the Board shall have the following express powers:
a) From time to time, and in the management of A HoopDos Inc make and/or change
such rules, regulations and policies provided it is consistent with these by-laws, as
the circumstances may warrant;
b) Purchase or otherwise acquire rights or privileges, as well as properties which the
association is so authorized to do, at such price and at such terms, conditions and
considerations, which it shall see fit from time to time.
c) Pay for any rights, privileges or properties acquired by,or to discharge obligations of
the association, either in whole or in part;
d) Delegate from time to time any of the powers of the Board in the course of the current
business of the association to any standing or special committee or to any officer or
agent, and to appoint any person to be an agent of the association upon such terms,
conditions and considerations as it shall see fit;
e) Fix, increase or decrease, as the case may be the amount of dues and fees as
provided herein, and such other charges not otherwise or may hereafter be provided
by these by-laws which a member shall pay in support of the operation and activities
of PDOSHAI;
f) Implement the Deed of Restrictions and other rules,regulations and policies consistent
with the general principle of maintenance, beautification, security and exclusivity of
the village; and,
g) Adopt such measures and perform such other acts and deeds as may be necessary
and proper in carrying out the purposes of the association.
Section 3. Number of Directors and Qualifications.The Board of this association shall
be composed of twelve (14) fourteen elected members. No person shall be elected as
director unless he/she is a member in good standing of this association.
Section 4. Nomination. Not less than three (3) days nor more than fourteen (14) days
before the annual meeting at which the directors are to be elected, any fourteen (14) or
more members, may, by written petition, nominate candidates to the Board and post
their name in the bulletin of the association.
Section 5. Election and Term of Office. Except for the first general elections, six (6)
directors shall be elected by secret ballot at the annual meeting of the members of
A HoopDos Inc.
The directors so elected shall hold office for a term of one (2)years commencing on
January 1st and until their successors are elected and qualified. The president-elect
however, shall hold office for three (3) years, the first as association president and the
Second and third year as a voting board member. Further, to assure continuity, the top
five (5) elected board members during the first general elections shall hold office for
three (3) years.
Section 6. Removal of Directors by Members. At any regular or special meeting duly
called and held for the purpose, any director or trustee may, on any valid ground by
two-thirds(2/3) of the voting members, be removed form office. Any vacancy created
by such removal shall be filled by majority vote of the members present at such meeting
without compliance with the foregoing provisions with respect to nomination. The
director so elected shall serve the unexpired term of the removed director or trustee.
Section 7. Vacancies. Except as herein provided, any other vacancies occurring in the
Board either by resignation,death or incapacity, shall be filled by a majority vote of 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 nomination. The
director so elected shall serve the unexpired term of the resigning, incapacitated or
deceased director.
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 first friday of
every month at 5:30 pm at the principal office of the association or at such other
particular time or place which the Board may deem fit.
Section 9. Special Meeting of the Board. Special meeting of the Board may be called
by the president or majority of the board members and it shall there upon be the duty of
the secretary to cause the notice of such meeting to be sent to each director at least (2)
days before the meeting.
Section 10 Quorum. A simple majority of the directors or trustees shall constitute
a quorum at any meeting of the Board.
Section 11. Re-election. Incumbent members of the Board and those elected
thereafter are eligible for re-election for another term but cannot seek re-election
thereafter until the lapse of one (1) year.
Section 12. Compensation. The directors may be entitled to per diem for actual
attendance to the meeting in such amount as may be determined by majority of the
members of A HoopDos Inc.
Section 13. Conflict of Interest. A member of the board or an officer shall not enter
into contracts with A HoopDos Inc for provision of services.
Section 14. Minutes. Minutes of all meetings of the Board 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.
ARTICLE VI
OFFICERS
Section 1. Officers. The officers of A HoopDos Inc shall be the President, VicePresident, Secretary, Treasurer, Auditor and such other officers as may from time to
time be determined by the Board. Long-term lessees and tenants are not qualified to be
elected or appointed as president or treasurer of A HoopDos Inc.
Section 2. Election and Terms of Office. The officers mentioned in Article VI.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 two (2) years 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 A HoopDos Inc who are not members of the
Board may receive such honoraria as may be determined by the Board.
Section 4. Removal of Officers. Any officer 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 served.
Section 5. President. – The President shall be elected by the Board from their own
number. He shall exercise such powers and perform such duties incident to his office
and such the Board. Among others, the president shall:
a) Preside at all board/association meetings and decide any question before the board,
in case of a tie;
b) Exercise general supervision over all the other officers of the association and see to it
that their respective duties are properly performed;
c) Execute on behalf of the association all contracts,agreements, documents and other
writings which it may enter into;
d) Jointly with the Treasurer or in his absence, with such other officer designated by the
Board; sign, endorse,deliver all checks, drafts, notes and orders for the payment of
money or against the funds of the association. This power may however be delegated
by the President to any other officer of A HoopDos Inc with the conformity of the
Board;
e) Subject to the approval of the Board, name and appoint employees and/or agents of
the association and may accept the resignation or dismiss the employee or agent so
named and appointed motu propio;
f) Have the direct and active management of the association in accordance with the
orders, resolutions or instructions of the Board, but may delegate the same or any
aspect thereof to the other officers or members, in whole or in part, and conducting
the same at his/her discretion whenever the same is not expressly limited by such
orders, resolutions or instructions;
g) Submit an annual report of the operation of A HoopDos Inc to the Board and an
annual report thereof to the members;
h) Submit to the board such statements, reports,memoranda as the latter may require,
and prepare such statements and reports which may be required by law from time to
time;
i) Execute and see to it that the policies and decision of the Board and those adopted by
the members of A HoopDos Inc are properly executed and implemented;
j) Appoint the chairman and members of any standing or special committee created by
the Board except as provided by this by-laws; and,
k) Exercise such other powers and perform such othe rduties which, from time to time,
the board may fix or delegate.
Section 6. Vice-President. The Vice-President shall be elected by the Board from their
own number. He shall be vested with 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 may from time
to time assign.
Section 7. Treasurer. The Treasurer shall be elected bythe Board, and he/she may or
may not be a director 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 and properties of A HoopDos
Inc;
b) Subject to the counter-signature of the President, shall sign, endorse and deliver all
checks, drafts, notes o rorders for the payment or withdrawal of funds of A HoopDos
Inc . This power may be delegated by the Treasurer to any officer of the association
with the conformity o fthe President and approval of the Board;
c) Deposit in the name and to the credit of A HoopDos Inc all checks, drafts, notes, bills,
securities and similar valuable effects delivered or belonging to the association in
such reputable bank/s as designated byt he Board;
d) Keep the required and proper books of accounts containing a full and accurate
account of all funds andproperly received and paid by him/her, due or on account of
the association.
e) Shall monitor all delinquencies and, through the association’s office personnel, send
notices on overdue association dues and/or demand letters; and,
f) Subject to the control of the Board, perform all otheracts incidental to this position.
In the discharge of the above powers and duties of the treasurer, an external auditor
shall be engaged by A HoopDos Inc to perform such functions inherent thereto and
such
others as maybe directed by the Board.The treasurer may delegate the routine duties
of his/her office to one or more employees of the association with the approval of the
president.
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 duties:
a) Keep full minutes of all board and general membership meetings, in one or 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 Housing and Land Use Regulatory Board (HLURB);
c) Keep all corporate records and the seal of the association which shall be affixed to
such instruments as may be required by the HLURB and thereupon be attested by
his signature or that of the treasurer;
d) Keep a register or membership roll of the names and addresses of all members;
e) Provide each member a copy of the by-laws and all amendments thereto; and,
f) In general, perform all duties incident to the office of the secretary and such other
duties as may be assigned by the board.
Section 9. Auditor. The Auditor shall be appointed by the board of directors or
trustees, and he/she may not be adirector or trustee of the association. He/she shall
hold office at
the pleasure of the board, and shall perform the following duties:
a) Serve as the chairperson of the audit and inventory committee of the association;
b) Examine and audit all financial transactions of the association including all the books,
ledgers, journals and other supporting records pertaining thereto; and,
c) Perform all duties incident to the office of the audit or and such other duties as may
from time to time be assigned by the Board.
Section 10. Other Officers. Others officers of A HoopDos Inc appointed by the Board
may be invited to attend board meetings and participate in its deliberations but without
the right to vote.
Section 11. Honorary Officials. Except for the immediate past president, all past
presidents of the associations hall be considered honorary officers. They may act as
advisors of PDOSHAI and the board, attend meetings and deliberations but without the
right to vote.
ARTICLE VII
ASSOCIATION COMMITTEES
Section 1. Committees. – A HoopDos Inc will have the following standing committees,
the membership of which shall be determined as seen fit by the board except for those
committees whose membership is expressly defined herein:
a) Grievance and Adjudication Committee. The grievance and adjudication
committee shall have five(5) members: a member of the board duly assigned by the
board for the purpose, a member of A HoopDos Inc in good standing nominated by the
person filing the grievance,and, three (3) other members of A HoopDos Inc who are
not members of the board and who 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 trustees.
Any controversy or dispute shall first be brought before the board prior to elevating the
same to HLURB. The board of directors shall issue a certification as to the nonsettlement of a dispute before HLURB will 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 annually or as the board sees fit and submit its reports thereon to the board of
directors.
c) Committee on Election. The committee on election shall be an ad hoc committee
composed of three (3)members, to be elected by the members present in the
annual/special meeting. The committee shall supervise all election activities of the
association during the particular meeting whence they were elected.
d) Operations and Administrative Committee. This committee shall take charge of
planning, coordination and actually operating the facilities and services of the
association. It shall likewise take charge of the upkeep and repair of community facilities
and services.
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 residents productive members of
A HoopDos Inc.
f) Financial Management Committee. Subject to the approval of the Board of
Directors, the financia lmanagement 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) Village Security Committee. The committee shall take charge of maintaining peace
and order in the community. It shall oversee the security arrangements of the village
and may form and organize groups such as but not limited to an emergency/disaster
team to meet any natural or man-made calamities or emergencies.
h) Community Relations Committee. It shall be tasked with planning, organizing and
implementing social activities that will help improve inter-personal relations among the
members and the neighboring community. It shall also develop programs and activities
to deepen cultural awareness among the members. Finally, it shall form and organize
sports and recreation activities.
i) Ways and Means Committee. This committee is tasked to plan, organize and
implement the special projects of the association including fund-raising concerts or
sports tournaments and the like.
Section 2. Special Committees. Other special Committees, council, or groups may be
Created by the Board as the need arises.
ARTICLE VIII
MEETING OF MEMBERS
Section 1. Place of Meeting. The meeting of members shall be held at the principal
office of the association.
Section 2. Annual Meeting. The annual meeting of the members shall be held on the
first Sunday of December of each year, at which meetings the members shall elect
the directors as applicable and transact such other business as may properly be
brought during the meeting.
Section 3. Special General Meeting. At any time during the interval between annual
meetings, 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 or 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 shall bedelivered to each member either by electronic mail,
facsimile,registered mail or personal delivery no less than three (3) days before the date
of the meeting.
Section 5. Quorum. A quorum for any meeting or referendum of the association shall
consist of at least fifteen percent (15%) of the entire membership in good standing
and a majority of such quorum shall decide any question save on those where the laws
of the country or the by-laws of the association require the affirmative vote of a greater
proportion.
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 written, dated,signed by the member 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 letter.
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.
ARTICLE IX
FINANCIAL TRANSACTIONS
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 A HoopDos Inc.
Section 2. Signing of Checks, etc. All checks, drafts, or other orders for payment or
money, and all notes, bonds 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 asassociation 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 designate.
Section 4. Association Funds. The funds of thea ssociation should be kept and
deposited in financial institutions in the name of the association and shall not be joined
or comingled with the fund of any other person or association.
Section 5. Corporate Fiscal Year. The corporate fiscal lyear of A HoopDos Inc shall
begin on the 1st day of January and end on the 31st day of December 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.
ARTICLE X
FUND RAISING BENEFIT
A HoopDos Inc may, with the approval of the proper government authorities and
whenever circumstances so warrant, sponsor such raffles, contents, movie premiers
and the like to raise funds for its projects.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 1. Board Rules and Regulations. the Board shall have the power to enforce
and promote the application of the Association of Homeowners of Palma De Oro
Subdivision Inc. Code of Community Rules and Conduct adopted and accepted
commonly under a majority by the Homeowners.
Section 2. Amendments. The by-laws or any provision hereof including the
Association of Homeowners of Palma De Oro Subdivision Inc. Code of Community
Rules and Conduct may be amended, repealed or otherwise changed at a duly called
and held regular meeting or special meeting by the affirmative vote of a majority of the
members in a quorum, provided that notice of such meeting whether regular or
special,shall contain a fair statement of the proposed amendments.
ARTICLE XII
CORPORATE SEAL
A Hoop Dos Inc. shall adopt the corporate seal with which shall be inscribed “A
HoopDos Inc, City of San Fernando, Pampanga”.
ARTICLE XIII
AMENDMENTS
The Board by a majority vote thereof and by at least a majority of the members in good
standing of the association may amend or repeal this by-laws or adopt new by-laws.
ARTICLE XIV
PARLIAMENTARY AUTHORITY
To allow for the smooth flow and orderly conduct of general membership and board
meetings, A HoopDos Inc shall adopt the Roberts Rules of Order, newly revised, 10th
edition, as its parliamentary authority.
CERTIFICATE OF ADOPTATION OF BY-LAWS
Of
ASSOCIATION OF HOMEOWNERS OF PALMA DE ORO SUBDIVISION, INC.
The undersigned, constituting the full membership of the Board of Directors and the
Secretary of the A HoopDos Inc hereby certify that the document hereto attached and
made an integral part hereof entitled “By-Laws of The Association of Homeowners of
Palma De Oro Subdivision Inc.” is a true and correct copy of the by-laws adopted, as
amended by the association upon the affirmative vote of a majority of the members of
the said association.
IN WITNESS WHEROF, we have hereunto signed, and the Secretary has
countersigned, this certification on this______________ day of ___________ 2014
at_______________, Philippines.
____________________
A HoopDos Inc Secretary
SUBCRIBED AND SWORN to before me this _______ day of______________. 2014,
at ______________________, affiant exhibiting to me his SSS No. _______________
issued on________________ at ____________________, Philippines.
NOTARY PUBLIC
Doc. No. ________;
Page No.________ ;
Book No. ________;
Series of _________