BY-LAWS OF LAS TERRAZAS HOMEOWNERS ASSOCIATION INC. ARTICLE I
DECLARATION OF PURPOSE
The purpose of this Association are those set forth in its Articles of incorporation. Its primary concern is to facilitate the delivery of adequate social and economic services with the end view of improving the quality of life of its members.
NAME AND LOCATION
The name of this Association is Las Terrazas Homeowners Association, Incorporated, its principal office shall be located at Las Terrazas, Maa, Davao City.
Section 1. Members. All homeowners, lotowners or long-term lesses of houses at Las Terrazas shall become members of the association; provided however, that the long-term lessess of houses shall be considered as members of the Association, in lieu of the owner of the same. A lease shall be considered a long-term lease if the same is in writing and for a period of one year or more.
Section 2. Members in Good Standing. A member in good standing is one who complies with all the duties and obligations of a member as determined by the Board of Directors.
Section 3. Right and Privileges of Membership. Every member in good standing shall have the following rights:
a. To vote on all matters brought before the members;
b. To be eligible to any elective or appointive office of the association;
c. To participate in the deliberations of the members and in all General Membership meetings;
d. To avail himself of all the facilities and services of the Association.
Section 4. Duties of Members. A member shall have the following duties:
a. To pay his membership fees, association dues, special assessment and such other fees which may be levied on him;
b. To participate in major activities and other social affairs of the Association;
c. To attend all meetings and seminars that may be called by the Association or its committees;
d. To obey and comply with the By-Laws and such other rules and regulations as may be promulgated by the Board of Directors.
Section 5. Membership Roll. The Association shall keep and maintain under the custody of the Secretary, a Membership Roll containing the list of all members and such additional members as may be admitted from time to time, including information and data which maybe required by the Board of Directors. Section 5. Membership Roll. The Association shall keep and maintain under the custody of the Secretary, a Membership Roll containing the list of all members and such additional members as may be admitted from time to time, including information and data which maybe required by the Board of Directors.
Section 6. Expulsion from the Association. Any member may be expelled from the Association on the following grounds:
a. Default in the payment of association dues specified in Article IV hereof, for a period of thirty (30) days from written demand;
b. Ceasing to be a member in good standing, as provided for Section 2 of this Article;
c. Repeated violations of any of the provisions of its Charter; By-Laws or existing rules and regulations of the Association and exhibiting conduct detrimental to the Association.
FEES AND DUES
Section 1. Membership Fee. Every member of the Association shall pay a Membership Fee the amount of which will be fixed from time to time by the Board of Directors,and to be in a manner determined by the Board Directors.
Section 2. Maintenance Dues. Monthly Maintenance Dues to be fixed from time to time by the Board of Directors,shall be collected from every member to defray the administration and operational expenses of the Association.
Section 3. Individual Assessments. Any expenses of the L THAI incurred because of the conduct of less than all of the member or by family, tenants, agents, guests or invitees or any member shall be specifically assessed against such 'member and their respective lots. The individual assessments shall be levied by the Board and the amount and due date of such assessments shall be as specified by the Board.
Section 4. Contributions. The Association may raise funds for its programs and activities, through contributions, donations and/or other forms.
Section 5. Special Assessments. The Board of Directors, may from time to time assess and collect from each member, reasonable amounts as may be required for emergency situations and on special occasions and activities of the Association.
BOARD OF DIRECTORS
Section 1. General Powers. The business and affairs of the Association shall be managed by a Board of Directors which shall exercise all the powers of the Association.
Section 2. Number of Directors and Qualifications. The Board of Directors shall composed of (11) elected members. Only member in good standing shall be eligible for the office of Director.
Section 3. Nominations. Not less than seven (7) days nor more than fourteen (14) days before the annual meeting at which the directors are to be elected, any ten (10) or more members, may, by written petition, nominate candidates to the Board and post the name in the Bulletin Board of the Association.
Section 4. Election and Term of Office. Directors shall be elected by secret ballot at the annual meeting of the members of the Association. The directors elected shall hold office for a term of one (1) year and until their successors are elected and qualified.
Section 5. Removal of Directors by members. At any regular or special meeting of the members duly called and held, any director may, by two-thirds (2/3) vote of the members entitled to vote, be removed from 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 directors so elected shall serve the unexpired terms of the removed directors.
Section 6. Vacancies. Except as herein above provided, any other vacancies occurring in the Board either by resignation, death or incapacity, shall without observing the provision of Section 3 above, be filled by a majority vote of the remaining Directors, if still constituting a quorum, at a regular meeting duly called and held for the purpose. The directors so elected shall serve the unexpired terms of the resigning, incapacitated or deceased directors.
Section 7. Regular Meeting of the Board. A regular meeting of the Board shall without notice be held immediately after the annual meeting of the members. A regular meeting of the Board shall also be held on the first Wednesday of each month-at the principal office of the Association and no notice thereof shall be required.
Section 8. Special Meeting of the Board. Special Meeting of the Board may be called by the President or majority of the members of the Board and it shall thereupon be the duty of the Secretary to cause the notice of such meeting to be sent to each Director at least two (2) days before the meeting.
Section 9. Quorum.A majority of directors shall constitute a quorum at any meeting of the Board.
Section 1. Officers.The officers of the Association shall be a President, Vice-President, Secretary, Treasurer, and such other officers as may from time to time be determined by the Board.
Section 2 . Election and Term of Office. The officers mentioned in Section 1 hereof shall be elected at the annual meeting of the Board held immediately after the annual meeting of members and shall hold office for a term of one (1) year 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 thereafter as soon as it is convenient and practicable.
Section 3. 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 thereby.
Section 4. President. The President who should be a director shall preside at all meeting of the members and of the Board of Directors. The President shall exercise such powers and performs such duties incident to his office and such other duties as may from time to time delegated to him by the Board. Among other, the President shall:
a. Preside at all meeting of the members and of the Board of Directors;
b. Represent the Association in all activities to which it is a party or participant;
c. Prepare, in consultation with the appropriate officers and committees, a yearly program of activities and submit an annual report of the operations of the Association to the members at the annual meeting, and to the Board of Directors such statements, reports, memoranda and accounts as may be requested by the latter; and Organize and supervise work groups among the members of the Association.
Section 5. Vice-President.The Vice-President who should also be a director, shall, in the absence or disability 'of the President, performs the duties of the President and such other duties as the Board may from time to time prescribe.
Section 6. Treasurer. The Treasurer shall have the following duties:
a. Have charge and custody of and be responsible for the funds of the Association;
b. Shall disburse the funds of the Association, for specific purpose authorized by a Resolution of the Board of Directors;
c. Shall take charge and have custody of petty cash fund as may be fixed by the Board;
d. Be responsible for keeping the financial records of the Association and the liquidation of any and all accounts, liabilities and obligations owing on dues from the Association:
e. Shall monitor all delinquencies and send notices on overdue association's dues and/or demand letters;
f. In general, perform all the duties incident to the office of the Treasurer and such other duties as may from time to time be assigned to him by the Board of Directors;
Section 7. Secretary. The Secretary shall: Section 7. Secretary. The Secretary shall:
a. Keep the minutes of the meeting of the members of the Board, in one or more books provided for this purpose;
b. Deliver all notices in accordance with these By-Laws or as required by law;
c. Keep all corporate records and the seal of the Association which shall be affixed to such instruments as maybe required and thereupon be attested by his signature or that of the Treasurer;
d. Keep a register of the names and post office addresses of all members;
e. Provide each member a copy of the By-Laws and all amendments thereto;
f. In general, perform all duties incident to the office of the Secretary and such other duties as may from time to time be assigned by the Board.
Section 1. The Association shall have following committees:
a. Environment and Maintenance Committee. The Environment and Maintenance Committee shall take charge of planning, coordination and actually operating the facilities and utilities of the Association. It shall take charge of the upkeep and repair of village facilities and services such as the road networks, drainage system including the interceptor canals and area drains, perimeter fences, electrical distribution system, telephone system, sewage treatment facilities, garbage disposal area, landscaped parks and playground, entrance gates and guardhouses, clubhouse, sports and recreation center. It shall form and organize groups to maintain cleanliness and beauty in the village. Additional groups shall be formed as the need arises.
b. Security and Safety Committee. The Security and Safety Committee shall take charge of, formulating and implementing house rules to safeguard the village. It shall take charge of maintaining peace and order. It shall work with the Social and Community Development Committee in keeping a harmonious relationship with other neighboring communities.
c. Financial Management Committee. The Financial Management committee, shall submit to the Board its Financial Report, analysis and recommend adjustments it may deem appropriate during the regular monthly meeting.
d. Clubhouse and Recreation and Sports Center Committee. This committee shall plan and coordinate all programs designed to generate income from the use of the Clubhouse and the Recreation and Sports Center. As such, it shall closely coordinate with the Financial Management Committee in the preparations of feasibility studies and other proposals. It shall also oversee the upkeep and maintenance of the amenities.
e. Social and Community Development Committee. It shall be responsible with the planning, organizing, and implementing social activities that will help improve relations among the members and their dependents. It shall also take charge in maintaining good and harmonious relationship with the other neighboring communities. It shall work with the Security and Safety Committee in implementing activities that will involve other communities outside the village.
MEETING OF MEMBERS
Section 1. Place of Meeting. Meeting of the 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 last Sunday of February of each year, at which meetings the members shall elect the directors and transact such other business as may properly be brought during the meeting by majority of the Board and by majority of the members present.
Section 3. Special Meeting. At any time during the interval between annual meeting, special meeting of the members can be called by the President or by a majority of the Board, provided however, that ten (10) percentum or more of the members in good standing may in writing, petition the Board to call a special meeting of the members.
Section 4. Notice of Members Meeting. Written notice stating the date, place and hour of the meeting and in case special or annual meeting at which business requiring special notice is to be transacted, shall be personally delivered to each member not less than five (5) days before the date of the meeting.
Section 5. Quorum. Twenty Five (25) members in good standing present in person or by proxy shall constitute a quorum at any meeting of the members for the transaction of business, unless otherwise provided by law.
Section 6. Voting. Each lot shall be entitled to only one vote. Voting by proxy shall be allowed. All questions shall be decided by a vote or majority of those present and voting except as otherwise provided by law, the Articles of Incorporation and these By-Laws.
Section 7. Voting Rights. The right and privileges of membership, including the right to vote and to hold an office in LTHAI, may be exercised by a member's spouse, but in no event shall more than one vote be cast or more than one office held for each lot owned. The voting weight appurtenant to each lot is equal and each lot shall have one vote. It is understood that only lots belonging to a member in good standing as defined in these by-laws shall entitles to vote.
Section 8. Proxies. Proxies shall be in writing, dated, signed by the member and filed before the scheduled meeting with the Secretary. It shall be valid only for the meeting for which it is intended, unless otherwise provided in proxy.
Section 9. 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 1. Contracts. The Board shall by specific resolution, authorize any officer or officers, or agent/agents to enter any contract or execute and deliver any instrument in the name or in behalf of the Association.
Section 2. Signing of Checks, Etc.. All checks, drafts, or other orders for payment of money, and all notes, bonds and other evidence of indebtedness issued in the name of the Association shall be signed jointly by Treasurer and President or other officers authorized by the Board.
Section 3. Fiscal Year. The Fiscal Year of the Association shall begin on the 1st day of January and end on the 31st day of December of each year. The Treasurer shall cause to be made a full and complete audit of the books, accounts and financial condition of the association. Such Audit shall be made available for inspections by the members. For this purpose, the Association may engage the services of an external auditor or create a committee whose function shall be to conduct such audit at least three (3) months before the end of the fiscal year, make pertinent recommendations to the Board and render a report to the members at the annual meeting.
Section 1. Board Rules and Regulations. The Board shall have the power to promulgate such rules and regulations consistent with law, the Articles of Incorporation or these By-Laws.
Section 2. Amendments.Amendments to these By-Laws or any portion or provision hereof may be proposed by a majority vote of the Board of Directors in a regular or special meeting called for the purpose and any such proposal shall be valid and binding if approved by a majority vote of the members presents at a duly called and held regular or special meeting.