Annual Meetings. - The annual meeting of the members shall be held at the principal office of the corporation in PITTLAND at ONE o’clock P.M. of the first SUNDAY of JANUARY of each year,
SEC. 2. Special Meetings. – Special meetings of the members may be called by the President of the corporation or by order of a majority of the board of directors whenever necessary. Notices. – Notice of the time
and place of annual and special meetings of the members shall be given either personally of by mail, addressed to each member of record at the official address left by such member with the Secretary of the corporation or at his last known post-office address at least one (1) week before the date set for such meeting. The notice of every special meeting shall state briefly the purpose of the meeting and no other business shall be acted upon at such meeting except by the consent of all the members present at such meeting. Quorum. – A quorum for any meeting of the members shall consist of a majority of the members and a majority of such quorum shall decide any question at the meeting, save and except in those matters where the Corporation Law requires the affirmative vote of a greater proportion. Order of Business. - the order of business at the annual meeting of the members shall be as follows:
(1) Proof of the notice of the meeting;
(2) Proof of the presence of a quorum;
(3) Reading a minutes of previous meeting and action taken thereon;
(4) Unfinished business;
(5) New business;
(6) Election of directors for the ensuing year. The order of business at any meeting may be changed by a vote of majority of the members present. Voting; Proxy. - Members shall be entitled to one vote, and they may vote either in person or by proxy, which must be in writing and signed by the members giving the proxy. Article II
DIRECTORS
SECTION 1. Board of directors. - The corporate powers of the corporation shall be exercised, its business conducted, and its property controlled and administered by a board of directors, who shall be elected by the members at the annual meeting, or at such subsequent meeting as may then be determined, and shall hold office for one year and until their successors are duly elected and qualified. The notice for election of directors shall be given in the same manner as provided for in the case of meetings of members. SEC.2. Board Meetings. - the board of directors shall hold regular monthly meetings such time and place as the board may prescribe. Special meetings may be called by the President, or upon written request of two directors. Notices of all special meetings of directors shall be given at least one day previous to the date fixed for the meeting. Article III
EXECUTIVE OFFICERS
SECTION. 1. President. - The President shall be the chief executive officer of the corporation. In addition to such duties as may be delegated to him by the Board of Directors, he shall preside at all meetings of the members. He shall execute all resolutions of the Board. He shall have general supervision of the affairs and property of the corporation, and over its several officers and employees. He shall submit to the Board as soon as possible after the close of each fiscal year, and to the members at each annual meeting, a complete report of the operations of the corporation for the preceding year. Vice-Presidents. - Each Vice-President shall have such powers and perform such duties as the Board of Directors may from time to time prescribe. In case of the absence or inability of the President, the Vice-President shall exercise the powers and discharge the duties of the President. SEC.3. Secretary. - The Secretary shall keep the minutes of all meetings of the members and the Board of Directors, and of all committees, in a book kept for that purpose. He shall keep the seal of the corporation, and when authorized by the Board of Directors, to affix such seal to any paper or instrument requiring the same. SEC.4. Treasurer - The Treasurer shall have charge of the Funds, receipts, and disbursements of the corporation. He shall deposit all moneys and other valuables of the corporation in such bank or banks as the Board of Directors may designate. He shall render to the President or to the Board of Directors, whenever required, an account of the financial condition of the corporation of all transactions made by him as treasurer. He shall keep correct books of accounts of all transactions of the corporation. All checks paid out or indorsed by the corporation shall be signed by the Treasurer, countersigned by the President. ARTICLE IV
FUNCTIONS & POWERS OF OFFICERS
SECTION 1. President. - The President shall be the Chief Executive Officer of the corporation. He shall preside in all meetings of the members of the association and the board of trustees. He shall execute all resolutions of the Board of Directors. He shall be charged with directing and overseeing activities of the association. He shall submit to the Board as soon as possible after the close of each fiscal year, and to the members of each annual meeting, a complete report of the activities and operations of the association for the fiscal year under his term. SEC. 2. Vice-President. - The Vice President, if qualified, shall exercise all powers and perform duties of the president during the absence or incapacity of the latter and shall perform duties that maybe assigned by the Board of Directors. Secretary. - The Secretary shall give all notices required by these by-laws and keep the minutes of all meetings of the members and of the Board of Directors in a book kept for the purpose. He shall keep the seal of the association and affix such seal to any paper or instrument requiring the same. He shall have custody of the of the members register and the correspondence files of the association. He shall also perform all such other duties and work as the Board of Directors may from time to time assign to him. Treasurer. - The Treasurer shall have charge of the funds, receipts and disbursements of the corporation. He shall keep all moneys and other valuables of the association in such banks as the Board of Directors may designate. He shall keep and have charge of the books of accounts. He shall also perform such other duties and functions as may be assigned to him from time to time by the Board of Directors. He shall post a bond in such amount as may be fixed by the Board of Directors. Article V
MEMBERS
SECTION.1. Seal-The Seal taken in the Letterhead. Article VI
AMENDMENT OF THE BY-LAWS
SECTION 1. Amendments - These by-laws or any of them may be amended or repeated or repealed by the majority of the members at any regular or special meeting duly called for the purpose. ADOPTED this _____day of__________, 2013, in_______________, Philippines, by the affirmative vote of the undersigned members representing a majority of all the members of the corporation.
__________________________ ________________________
JESUS T. CASTILLO NOLI E. BARRON
__________________________ ________________________
GREGORIO A. BARRON, JR. LIZA E. BARRON
__________________________ ________________________
ROSALINDA E. BARRON GEE ROSE E. BARRON
__________________________ ________________________
ERIC E. BARRON
__________________________
ACKNOWLEDGEMENT
