SEC EXPRESS LANE Original Copy
(Non-Stock)
BY-LAWS
OF
_________________________________
NAME OF CORPORATION
ARTICLE I
MEETINGS
Section 1. Annual Meetings – The annual meetings of the members shall be held at the principal
office of the association on December 16 of each year. The President shall render his annual
report to the members regarding the activities of the association. The election of directors shall
also be held during this regular meeting.
Section 2. Special Meetings – Special meetings of the members shall be called as the need
thereof arises, by the Board of Trustees or the President or upon petition of 1/3 of the general
membership.
Section 3. Notices – Notices of the time and place of annual, and special meetings of the
members shall be given either personally or by special delivery mail, at least two (2) weeks
before the date set for such meeting. The notice of every special meeting shall state briefly the
purpose or purposes of the meeting.
Section 4. Quorum – A quorum for any meeting of the members shall consist of a majority of the
members and a majority of such quorum may decide any question at the meeting, except those
matters where the Corporation Code requires the affirmative vote of a greater proportion.
Section 5. Order of Business – The order of business at the annual meeting of the members shall
be as follows:
a. Proof of service o the required notice of the meeting.
b. Proof of the presence of a quorum.
c. Reading the approval of the minutes of the previous annual meeting.
d. Unfinished business.
e. Report of the President.
f. Election of the Trustees for the ensuing year.
g. Other matters.
Section 6. Voting Proxy – Members shall be entitled to one vote, and they may vote either in
person or by proxy which shall be in writing and filed with the Secretary of the association
before the scheduled meeting.
ARTICLE II
TRUSTEES
Section 1. Board of Trustees – The corporate powers of the association shall be exercised, its
business conducted, and its property controlled by the Board of Trustees.
Section 2. Qualifications – The Trustees to be elected must be of legal age and members of the
association.
Section 3. Disqualification of Trustees or Officers – No members convicted by final judgment of
an offense punishable by imprisonment for a period exceeding six (6) years, or a violation of the
Corporate Code of the Philippines committed within five (5) years prior to the date of his
election or appointment, shall qualify as a trustee or officer.
Section 4. Term of Offices of Trustees – The Trustees shall hold office for one year and until
their successors are duly elected and qualified.
ARTICLE III
OFFICERS
Section 1. Officers – The officers of the association shall be a President, a Vice President, a
Secretary, and a Treasurer. They shall be elected by the Board of Trustees from among
themselves. The Board may combine compatible offices in a single person.
Section 2. Term of Office of Officers – All officers of the association shall hold office for one
year and until their successors are duly elected and qualified.
ARTICLE IV
FUNCTIONS & POWERS OF OFFICERS
Section 1. President - The President shall be the Chief Executive Officer of the association. He
shall preside in all meetings of the members of the association.
He shall execute all resolutions of the Board of Trustees. He shall be charged with
directing and overseeing the 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.
Section 2. Vice President - The Vice President, if qualified; shall exercise all powers and
perform all duties of the President during the absence or incapacity of the latter and shall perform
duties that maybe assigned by the Board of Trustees.
Section 3. 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 Trustees 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 members register and the correspondence files
of the association. He shall also perform all such other duties and work as the Board of Trustees
may from time to time assign to him.
Section 4. Treasurer - The Treasurer shall have charge of the funds, receipts and disbursements
of the association. He shall keep all moneys and other valuables of the association in such banks
as the Board of Trustees 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 Trustees. He shall post a bond in such amount as may be fixed by the Board
of Trustees.
ARTICLE V
MEMBERS
Section 1. Qualifications for Membership - The Board shall determine the qualifications of an
applicant for membership.
Section 2. Rights of Members - A member shall have the following rights:
a. To exercise the rights to vote on all matter relating to the affairs of the association;
b. To be eligible to any elective or appointive office of the association;
c. To participate in all deliberations / meetings of the associations;
d. To avail of all the facilities of the association;
e. To examine all the records or books of the association during business hours
Section 3. Duties and Responsibilities of the Members – A member shall have the following
duties and responsibilities:
a. To obey and comply with the by-laws, rules and regulations that may be promulgated by
the association from time to time;
b. To attend all meetings that may be called by the Board of Trustees;
c. To pay membership dues and other assessments of the association.
ARTICLE VI
SUSPENSION, EXPULSION, AND TERMINATION OF MEMBERSHIP
Suspension, expulsion, and termination of membership shall be in accordance with the
rules and regulations of the association.
Any member of the association may file charges against a member by filing a written
complaint with the Secretary of the association. The Board of Trustees shall call a special
meeting to consider the charges. The affirmative vote of majority of all the trustees shall be
necessary to suspend a member; Provided that where the penalty is expulsion, the affirmative
vote of majority of all members of the association shall be necessary.
ARTICLE VII
FUND
Section 1. Funds – The funds of the association shall be derived from admission fees, annual
dues and special assessments of members, gifts, or donations.
Section 2. Disbursements – Withdrawal from the funds of the association, whether by check or
any other instrument, shall be signed by the Treasurer and countersigned by the President. If
necessary, the Board of Trustees may designate other signatories.
Section 3. Fiscal Year – The fiscal year of the association shall be from January 1st to December
31 of each year.
ARTICLE VIII
CORPORATE SEAL
Section 1. Form – The corporate seal of the association shall be in such form and design as may
be determined by the Board.
ARTICLE IX
AMENDMENT OF THE BY-LAWS
Section 1. Amendments – These by-laws, or any provisions thereof, may be amended, repealed
or new by-laws, adopted by a majority vote of the members and by a majority vote of the
Trustees at any regular or special meeting duly held for the purpose.
Adopted this ____ day of _________, 20___ in
______________________________________________________________________________
by the affirmative vote of the undersigned members representing a majority of the association in
a special meeting duly held for the purpose.
(Note: 1. If filed with Articles of Incorporation, these by-laws should be signed by all
incorporators;
2. If filed after incorporation, should be signed by majority of the members and should
submit Board of Trustees certificate for the adoption of the by-laws.)
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