ORIGINAL BY-LAWS approved on 5th of November 1990

BY-LAWS OF

MEADOWOOD EXECUTIVE VILLAGE HOMEOWNERS ASSOCIATION, INC.

ARTICLE IDECLARATION AND 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.

ARTICLE II

NAME AND LOCATION

The name of this Association is MEADOWOOD EXECUTIVE VILLAGE HOMEOWNERS ASSOCIATION, INC. Its principal office shall be located at E. Aguinaldo Highway, Bo. Panapaan, Bacoor, Cavite.

ARTICLE III

MEMBERSHIP

Section 1. Members. All homeowners or long-term lessees of houses at Meadowood Executive Village, E. Aguinaldo Highway, Bo. Panapaan, Bacoor, Cavite shall become members of the association; provided however, that the long-term lessees of the 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 his lease 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. Rights 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 its 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 fee, 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 may be 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 in 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.

ARTICLE IV

FEES AND DUES

Section 1. Membership Fees. Every member of the Association shall pay an annual Membership Fee Ten Pesos to be paid at the start of every fiscal year or in a manner determined by the Board of Directors.

Section 2. Maintenance Dues. Monthly Maintenance Dues of Two Hundred Forty Five (245) pesos shall be collected from every member to defray the administration and operational expenses of the Association.

Section 3. Contributions. The Association may raise funds for its programs and activities, through contributions, donations and/ or other forms.

Section 4. Special Assessments. The Board of Directors, may from time to time assess and collect from each member, reasonable amounts as may be required on special occasions and activities of the Association.

ARTICLE V

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 be composed of Seven ( 7 ) elected members. Only members in good standing shall be eligible for the office of Director.

Section 3. Nomination. 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 so 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 provisions 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 resigned, 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 last Sunday 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 10. 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 the association.

ARTICLE VI

OFFICERS

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 the 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. Compensation. The officers of the Association who are not members of the Board may receive such honoraria as may be determined by the Board of Directors.

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 thereby.

Section 5. President. The President who should be a director shall preside at all meetings 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 be from time to time delegated to him by the Board. Among other, the President shall:

a. Preside at all meetings 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 later; and
d. Organize and supervise work groups among the members of the Association.

Section 6. 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 7. 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 amounts, liabilities, an d 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.
g. Shall post a bond in such amount as may be fixed by the Board of Directors.

Section 8. 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 may be 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.

ARTICLE VII

COMMITTEE

Section 1. The Association shall have the following committees:

a. Development and Services Committee. The Development and Services Committee shall take charge of planning, coordination and actually operating the facilities and services of the Association. It shall be organized into Brigades which shall form as the backbone of the community service delivery system. Initially, these Brigades are the following: Health and Nutrition and Mobility Brigade. Additional brigades shall be formed as the need arises

b. 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 the Association.

c. Financial Management Committee. Subject to the approval of the Board of Directors, the Financial Management Committee, shall plan, adopt and implement canvassing, Procuring 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 outside institutions and shall evolve a savings campaign and other
fund raising activities.

d. Livelihood Committee. The Livelihood Committee shall plan and coordinate all economic programs designed to supplement the income of the members. As soon as, it shall closely coordinate with the Financial Management Committee in the preparations of feasibility studies and other proposals.

e. Maintenance Committee. The Maintenance Committee shall take charge of the upkeep and repair of community facilities and services. It shall form and organize the Beautification /Ecology Brigade to maintain cleanliness and beauty in the community.

f. Peace and Order Committee. The Peace and Order Committee shall take charge of Maintaining peace and Order in the community. It shall form and organize the members into Tanod Brigade to safeguard the security of the area and Emergency/ Disaster Brigade to meet any natural or man-made calamity.

g. Social and Cultural Affairs Committee. It shall be tasked with the planning, organizing and implementing social activities that will help improve inter-personal relations among the members. It shall also develop programs and activities to deepen cultural awareness among the members. Finally, it shall form and organize Sports and Recreational Brigade.

Section 2. Special Committee.

a. Grievance and Adjudication Committee. The Grievance and Adjudication Committee 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 shall be appeal able to the Board of Directors.

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 quarterly and submit its reports thereon to the Board of Directors.

The members of the aforementioned special committees shall be appointed by the Board
of Directors.

Section 3. Other special committees and Brigades may be created by the President and the Board of Directors as the need arises.

ARTICLE VIII.

MEETING OF MEMBERS

Section 1. Place of the Meeting. 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 1st Saturday of December 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.

Section 3. Special Meeting. At any time during the interval between annual meeting, special meeting of the members may 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 of special or an 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. Majority of the 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 household shall be entitled to only one vote. Voting by proxy shall be allowed. All questions shall be decided by a majority vote of those present and voting except as otherwise provided by law, the Articles of Incorporation and these By-Laws.

Section 7. Proxies. Proxies shall be in writing, dated, signed by the member and filed before before the scheduled meeting with the Secretary. It shall be valid only for the meeting for which it is intended, unless otherwise provided in the proxy.

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.

ARTICLE IX

FINANCIAL TRANSACTIONS

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 or other evidence of indebtedness issued in the name of the Association shall be signed jointly by Treasurer and the President or other officers authorized by the Board.

Section 3. Deposit. All funds of the Association such as Association dues and membership fees shall be deposited from time to time to the credit of the Association in such bank or banks as the Board may designate.

Section 4. 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 inspection 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.

ARTICLE X

MISCELLANEOUS PROVITIONS.

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. These By-Laws or any portion or provision hereof may be amended, repealed or otherwise changed, in any manner not contrary to law, the Articles of Incorporation, contracts, or agreements, at a duly called and held regular meeting, or special meeting by a majority vote of the members and majority vote of the Board of Directors, provided, however, that notice of such meeting whether regular or special, shall contain a fair statement of the proposed amendments.

The foregoing By-Laws were adopted and approved by all the incorporators on 5th of November 1990 at Bacoor, Cavite.

IN WITNESS WHEREOF, we hereunto set our hands this 5th day of November at Bacoor, Cavite.

VALENTINO MONSOD Original Signed ANTONINO CRISTOBAL Original Signed
EDNA BASTASA Original Signed RAFAEL BERBANO Original Signed
TOMAS GARCIA Original Signed REYNALDO RICOHERMOSO Original Signed
JUANITO MILANIO Original Signed EDITH CABALTERA Original Signed
COMERSENDO DANIEL Original Signed CONCEPCION DOMINGUEZ Original Signed
ARMANDO SARACHO Original Signed LEON DE ROXAS, JR. Original Signed
EMMANUEL STA. ANA Original Signed OSCAR DEL ROSARIO Original Signed