Amended BY LAWS HOA
Amended BY LAWS HOA
Amended BY LAWS HOA
OF
ARTICLE I
DECLARATION OF PURPOSE
The purposes of this Association are those set forth in its Articles of Incorporation. Its
primary concern is to provide and/or maintain community facilities and 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
ARTICLE III
MEMBERSHIP
A lessee of a member under a contract with a term of at least two (2) years may
qualify to be a member and shall have the rights of a member upon procurement of a written
consent or authorization from the owner of the lot and/or housing unit, and upon complying
with the requirements of membership under this By-laws and the law.
b. Avail of and enjoy all basic community services and the use of common areas and
facilities, Provided, the member is in good standing;
c. Inspect association books and records during office hours and to be provided, upon
request, with a copy of annual reports, including financial statements, at the member’s
own expense;
d. Participate, vote and be eligible for any elective or appointive office of the association
subject to the qualifications as provided for in this By-laws;
f. Demand and promptly receive the refund of deposits such as construction bonds,
required by the association as soon as the condition for the deposit has been complied
with or the period therefor has expired; and
b. To support and participate in the projects, activities and affairs of the association;
d. To comply with this Bylaws, policies, rules and regulations, and deeds of restrictions
of the Association;
Section 6. Voting Rights. Each member shall be entitled to one (1) vote regardless
of the number of properties owned. A member may exercise his/her/its voting right in person
or by proxy.
Section 7. Member in Good Standing. A member in good standing is one who
complies faithfully with all the duties and obligations of a member.
a. Failure to pay at least three (3) cumulative monthly dues or membership fees, and/or
other charges and/or assessments despite repeated demands by the association;
c. Finding of repeated violation of and non-compliance with, including but not limited
to, final orders and directives, pertinent laws, rules and regulations and policies issued
by duly constituted authorities, this Bylaws, and/or the association’s policies and/or
rules and regulations;
e. A member who has been declared delinquent or not in good standing in accordance
with the procedure in the succeeding Section is not entitled to exercise the rights of a
member, but is nevertheless obliged to pay all the fees and dues assessed to a member
in good standing.
a. The Board or the committee shall preliminarily determine whether or not a member
may be declared delinquent or not in good standing on any of the grounds provided in
this Bylaws.
b. The president or the designated officer of the association shall forthwith notify the
said member in writing of the violation and require him/her to explain in writing,
within fifteen (15) days from the receipt of the notice of violation, why he/she should
not be declared delinquent or not in good standing.
c. In case the violation was for non-payment of dues, fees and other assessments, the
notice shall state that the said member is given a grace period of sixty (60) days
reckoned from the receipt of the notice to pay his/her/its arrears. The member shall
notify the Board of his/her intention to avail of the grace period within fifteen (15)
days from said receipt.
d. After the lapse of fifteen (15) days, with or without a written explanation or notice of
intention to avail of the grace period, the President or the designated officer shall
submit the matter to the Board or the committee for hearing and deliberation. If a
committee shall hear and deliberate, it shall transmit to the Board a summary of its
findings and recommendations.
e. Within fifteen (15) days from the commencement of the hearing and deliberations, or
the termination thereof, whichever is earlier, by majority vote of all members of the
Board, the member may be declared delinquent or not in good standing.
f. The President shall notify the member concerned of the decision of the Board and
shall furnish him/her a copy of the resolution.
g. The member declared delinquent or not in good standing may file a motion for
reconsideration with the Board within ten (10) days from the receipt of the resolution
declaring him/her delinquent or not in good standing. The motion must be resolved by
the Board within five (5) days from the receipt thereof.
If the Board fails to reinstate the suspended member within the prescribed period
through no fault of the delinquent member, such as but not limited to the failure of the Board
to hold a meeting or muster a quorum, the membership of the member concerned shall
automatically be deemed reinstated and all rights restored at the lapse of the prescribed
period.
ARTICLE IV
FEES AND DUES
Section 12. Membership Fee. Every member of the association shall pay the
amount of TWO HUNDRED PESOS (P200.00) in consideration for membership in the
association.
Section 14. Contributions. The association may raise funds for its programs and
activities through contributions, donations and/or other forms.
Section 15. Special Assessments. The Board 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 the members of the association.
ARTICLE V
MEETING OF MEMBERS
Section 16. Regular or Annual Meetings. The annual or regular meeting of the
members shall be held at the principal office of the association, or at a place determined by
the Board on first week of July of each year. The election of the members of the Election
Committee shall also be held during the annual meeting.
Written notice of regular or annual meetings stating the date, time and place of the
meeting shall be sent to all members personally, through registered or electronic mail, or any
available means, not less than fourteen (14) days before the date set for such meeting and
shall be posted at the bulletin board of the association and other conspicuous places in the
community.
Section 17. Special Meetings. Special meeting of the members may be held at any
time upon the call of the President or by the majority of the Board, or upon petition of thirty
percent (30%) of the members in good standing whenever they shall deem it necessary.
The written notice of any special or emergency meetings stating the date, time and
place of the meeting, and purpose of the meeting shall be sent to each member personally,
through registered or electronic mail, or any available means, not less than five (5) days prior
to the meeting.
Section 18. Quorum. The presence in person or by proxy of at least the majority of
the members in good standing shall constitute a quorum for all meetings of members. Where
a quorum is present in person or by proxy, any action approved by the majority of the
members present shall be the act of the members, unless a greater number is required by law,
or by this Bylaws.
Section 19. Proxies. Any member may be represented by proxy in all meetings.
Proxies shall be in writing, signed by the member, and presented to the association secretary
before such meeting. 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 the member.
Section 20. Annual Statement. A true and full statement of the affairs of the
association, including the financial status, shall be reported at the annual meeting for the
information of the members.
Section 21. Minutes. Minutes of all meetings shall be kept and preserved by
the Association Secretary as a record of the matters and business transacted at such meetings.
Section 22. Order of Business. The order of business at all meetings of the
members shall be as follows:
Section 24. Duties and Responsibilities of the Board. The Board which has
primary authority to manage the affairs of the association shall have the following duties and
responsibilities:
b. Collect reasonable fees, dues and assessments that may be provided for in this Bylaws
and approved by the majority of the members of the association;
c. Collect reasonable charges for assessments, and after due notice and hearing by the
Board in accordance with the procedures as provided in this Bylaws and rules and
regulations adopted by the Board, charge reasonable fines for late payments and for
violation of the Bylaws, rules, and regulations of the association, in accordance with a
previously established schedule adopted by the Board and furnished to the
homeowners;
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 DHSUD 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 and/or
appointment;
g. The Board shall act in all instances on behalf of the association, except to amend the
Articles of Incorporation and Bylaws, to dissolve the association, to elect members of
the Board or to determine the qualifications, powers and duties, and/or terms of office
of the Board and officers, and other instances that require the vote or approval of the
members themselves;
h. To have a working knowledge of the statutory and regulatory requirements affecting
the association;
i. Adopt a system of internal checks and balances to safeguard the integrity of the
operations of the association; and
j. Exercise such other powers as may be necessary and proper for the accomplishment
of the purposes for which the association was organized.
In the performance of their duties, the members of the Board and officers shall exercise
the degree of care and loyalty required by such position.
The legitimate spouse of a qualified member, when qualified in his/her own right and
not disqualified by his/her own account, may be a candidate in lieu of the member.
The trustees or directors and/or officers, during their term, shall continuously possess
all the qualifications and none of the disqualifications enumerated in the immediately
following section; otherwise the Board, by majority vote of all its members, is authorized to
remove them from office on said grounds.
a. Those found guilty of having committed fraud, falsification, defalcation, or any other
act inimical to the interests of the association;
b. Former trustees/directors and/or officers who, despite demands by the previous or
incumbent Board or officers, have not turned over the books, funds, records and
properties of the association established to be in their custody during their term;
c. Former members or the incumbent Board who unjustifiably refused to call an election;
d. Those who unreasonably failed and/or refused to comply with the orders of HLURB,
DHSUD and/or HSAC;
f. Those who have been declared or found by HSAC in an adversarial case filed before
it, to have instigated, incited or initiated the conduct of an unauthorized election, and
those who have actively participated therein, either as members of the election
committee or as candidates; and
g. Those imposed with penalty of disqualification in any case filed before the HLURB
and/or HSAC.
Section 28. Election and Term of Office. The trustees/directors shall be elected by
the majority of the members in good standing. The directors or trustees so elected shall hold
office for a term of TWO (2) year/s and until their successors are elected and qualified.
Section 31. Dissolution of the Board of Directors. The Board may be dissolved
by way of a petition signed by two-thirds (2/3) of the association members regardless of
standing for any cause or causes provided in this Bylaws, subject to verification and
validation of the DHSUD Regional Office.
Section 32. Vacancy in the office of the Trustee/Director. Any vacancy
occurring in the Board due to removal by a vote of the majority of the members in good
standing after verification and validation by the DSHUD, resignation, death, or incapacity or
any other cause or causes, shall be filled by a majority vote of the members in good standing
at a special election duly called for the purpose. The trustee/director so elected shall serve
only the unexpired term of office of his/her predecessor in office.
a. Breach of trust;
b. Conflict of interests;
c. Mismanagement, fraud or abuse of authority;
d. Tolerated the commission of fraudulent activities and other illegal acts
committed by a trustee or director and/or homeowners;
e. Gross negligence in managing the affairs of the association; or
f. Failed to perform their fiduciary duties and/or responsibilities.
Section 34. Board Meetings. The Board shall hold monthly meetings at such time
and place to be determined by the Board. Special meetings may be held at any time upon the
call of the chairperson, president, or by the majority of the Board with notice to the
chairperson or the president. The chairperson or, in his/her absence, the president, shall
preside at all meetings of the Board.
Notice of meetings shall be sent to the members of the Board by the Secretary at least
two (2) days prior to such meeting. The notice shall state the date, time and place of such
meeting, and shall state the purpose of such meeting. No other business shall be transacted at
such meeting except as stated in the notice unless by consent of the majority of the members
of the Board present at the said meeting at which a quorum is present.
Section 35. Personal Attendance. A director shall attend board meetings in person
or through remote or electronic means of communication. Trustees/directors cannot attend or
vote by proxy at Board meetings.
Section 37. Minutes. Minutes of all board meetings shall be kept and preserved by
the association secretary as a record of the matters and business transacted at said meetings.
Section 38. Compensation. The members of the Board shall serve without
compensation. However, reasonable expenses incurred by the Board in connection with
official activities may be reimbursed upon presentation of receipts and other documentary
evidence in support of such claims.
ARTICLE VII
OFFICERS
Section 39. Officers. The association shall have the following executive officers
who shall be responsible for the management of the association’s business: president, vice-
president, secretary, treasurer, and auditor who must all be Filipino citizens. No one shall act
as president and secretary, or as president and treasurer at the same time. Long-term lessees
and/or tenants are not qualified to be elected or appointed as president, vice-president,
secretary and treasurer of the association.
Section 40. Election and Term of Office: Officers of the Association shall be
elected by the majority vote of the members during the General Assembly. The officer
positions will be determined based on the number of votes each receives: the highest-voted
member will serve as President, the second as Vice President, the third as Secretary, the
fourth as Treasurer, and the fifth as Auditor. Members ranked sixth to eleventh in votes shall
serve as members of the Board of Directors. The term of office for all officers shall align with
that of the trustees or directors.
Section 41. Compensation. The officers of the association who are not members of
the Board may receive such honoraria as may be determined by the Board.
Section 43. Vacancy in any office. In the event of a vacancy in any office due to
removal, resignation, death, or incapacity or any other cause or causes, unless the officers are
elected by the members, the majority of the entire Board shall
elect a successor from among themselves. The officer so elected shall serve only the
unexpired term of office of his/her predecessor in office.
Section 44. President. The president shall preside at all meetings of the members
and Board meetings. He/she shall exercise such powers and perform such duties incident to
his/her office, and other necessary functions as the Board may assign. Among others, the
president shall perform the following functions:
a. Exercise general supervision over all the other officers of the association;
d. Shall execute in the name of the association all contracts and agreements authorized
by the Board.
Section 45. Vice-President. The Vice-President shall be vested with all the
powers and authority of, perform the duties of the President during the absence or incapacity
of the latter, and shall perform such other duties that the Board may assign to him/her.
He/she shall assist the president in all matters affecting the operation of the association,
Section 46. Treasurer. The treasurer shall have overall responsibility for all
association funds, receipts and disbursements of the association, and shall perform the
following:
b. Keep a complete and accurate record of all receipts and disbursements of the
association, and ensure that all disbursements and/or expenditures are evidenced by
appropriate vouchers;
c. Disburse the funds of the association for specific purpose/s authorized by a resolution
of the Board;
f. Shall monitor all delinquencies and send notices on overdue association’s dues and/or
demand letters;
g. Prepare the financial statements of the association, periodically submit and report to
the President and to the Board, and report of the members during the general
assembly meeting an account of the financial condition of the association; and
h. Such other duties incident to the office of the treasurer and such other duties that the
Board may assign to him/her.
i. The treasurer may delegate the routine duties of the office of the treasurer to one or
more employees of the association subject to the approval of the president.
Section 47. Secretary. The Secretary shall keep and maintain a membership book
containing the list of all members including information and data which may be required by
the Board, act as repository of all records and other documents of the association, handle all
correspondences of the association, and perform such other functions and/or duties incident
to the office of the secretary and as the Board may assign.
Section 48. Auditor. The Auditor, who may or may not be a director of the
association, shall perform the following functions:
a. Serve as the chairperson of the audit and inventory committee of the association;
b. Conduct a detailed and periodic audit of all financial accounts, books and transactions
of the association, and shall render a report of his/her audit as may be required by the
Board or by request of the majority of the members; and
c. Such other duties as are incident to his/her office and as may be assigned by the
Board.
ARTICLE VIII
STANDING COMMITTEES
Section 49. Committees. The Board shall have the power to create
committees, such as, but not limited to, the following:
The Committee shall conduct and supervise all election activities, referenda and/or
plebiscite, and shall prepare the rules and regulations for the conduct of elections for
the members of the Board. It shall perform such other functions as may be assigned
by the Board.
Any controversy or dispute shall first be brought before the Grievance Committee
prior to elevating the same to the Department of Human Settlements and Urban
Development (DHSUD) and/or the Human Settlements Adjudication Commission
(HSAC).
c. Audit Committee. The Committee shall be responsible for auditing the accounts of
the association. It shall conduct such audit at least semi-annually and submit its audit
reports to the Board.
e. Livelihood Committee. The Committee shall plan and coordinate all economic
programs designed to supplement the income of the members.
f. Maintenance Committee. The Committee shall be responsible for the upkeep and
repair of community facilities and services.
The Committee members shall be members in good standing and not members of the
incumbent Board. The Board may establish such other committees as it may deem
necessary.
ARTICLE IX
ELECTIONS
Section 50. Holding of Elections. Elections for the members of the Board shall be
held on First week of July every two years. The first election under this By- laws shall be
called by the Interim Board within six (6) months from the approval of this Bylaws, and the
elected trustees or directors shall only serve until the regular election as provided in this
Bylaws. The election shall be done by secret ballot.
Section 51. Calling of an Election. Only the incumbent Board and/or through the
president or vice president are authorized to call the election in accordance with this By-laws.
Section 52. Quorum in Elections. At all elections, there must be present or votes
cast by majority of the association members in good standing, either in person or by proxy.
Section 53. Proxies in Elections. Members in good standing may vote in person
or by proxy in all elections of trustees/directors. Proxies shall be in writing, signed by the
member and submitted to the Election Committee in accordance with the schedule as set by
the Election Committee. Unless otherwise provided in the proxy, it shall be valid only for the
election 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 the member.
In the event of lack of quorum 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
declare a failure of election, and 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 55. Hold-Over. Where there is a justified failure to elect a new set of
directors and the causes for such failure persist after a second election is called, the
incumbent Board shall be allowed to continue in a hold-over capacity until their successors
are elected and qualified for the next term.
Section 56. Election Protests. Election protests shall be in writing and must be
filed before the Election Committee within five (5) days after the proclamation of the
winning candidates, specifically stating the grounds thereof, except in issues of qualification
or disqualification of candidates and/or voters, in which case it may be filed within three (3)
days from the discovery thereof.
The Election Committee shall decide on the controversy brought before it within the
non-extendible period of five (5) days from the receipt of the protest.
ARTICLE X
FINANCIAL TRANSACTIONS AND OTHER RECORDS
Section 57. Contracts – The Board shall, by specific resolution, authorize the
President to enter into and execute any contract and deliver any instrument in the name or in
behalf of the association.
Section 58. 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 59. The association shall observe the following with regard to its funds,
financial and other records:
a. The association or its managing agent shall keep financial and other records
sufficiently detailed to enable the association to fully declare to each member the true
statement of its financial status. All financial and other records of the association
including, but not limited to, checks, bank records and invoices, in whatever form
these are kept, are the property of the association.
c. The funds of the association shall be kept and deposited in bank accounts in the name
of the association and shall not be joined or commingled with the fund of any other
association, trustee/director, officer or any other person responsible for the custody of
such funds.
Section 60. Fiscal Year. – The fiscal year of the association shall begin on the first
day of January and end on the last day of December of each year.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 61. Policies, Rules and Regulations – The Board shall have the power
to promulgate policies, rules and regulations consistent with the laws, and pertinent rules and
regulations subject to consultation and ratification of the majority of the members regardless
of standing.
Section 62. Amendment. This Bylaws or any portion or provision thereof may be
amended or repealed by majority vote of all members of the association regardless of
standing at a duly called and held regular or special meeting, provided, the notice of such
meeting shall contain a fair statement of the proposed amendments.
Adopted and approved by the Board and majority of all the members of the
association on 17th day of March, 2024 at Kalayaan Homes Toclong, Kawit, Cavite,
Philippines.
IN WITNESS WHEREOF, We have hereunto signed this association Bylaws, this 17th
day of March, 2024 at Kalayaan Homes Toclong, Kawit, Cavite, Philippines.
ACKNOWLEDGMENT
known to me to be the same persons who executed the foregoing Bylaws consisting of (
) pages, including this page, and who acknowledged to me that the same is their true and
voluntary act and deed.
WITNESS MY HAND SEAL on the day and place first above mentioned.
NOTARY PUBLIC
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