DRAFT ASSOCIATION BY-LAWS REV.0

Subject: DRAFT ASSOCIATION BY-LAWS REV.0 Fri Oct 10, 2008 8:10 am

Guys,
Here's our draft association by-laws for approval of all officers and members.
PLEASE read it thoroughly and give your comments if you want to add/remove or change anything here.

Appreciate everyones help and commitment to better improve our club. WE will be needing this if we decide to register our association to SEC.

Thanks,
jayson

AUTO CLUB GEN 3 INC. BY-LAWS

ARTICLE I – NAME AND LOCATION

The name of this organization shall be the AUTO CLUB GEN 3 INC. , and its principal place of business shall be at Mangahan, General Trias, Cavite, Philippines.

ARTICLE II – PURPOSE

The purpose of this Association shall be to foster the fraternal spirit among the members of the club, to aid in more firmly establishing and to assist in the total development of the individual member intellectually, spiritually, socially, morally, and physically, and to contract, rent, buy, or sell, hold and manage personal or real property necessary for the furtherance of the purposes of the Association.

ARTICLE III – MEMBERSHIP

Section 1. The Association shall consist of membership, without stock, and shall be operated on a non-profit basis. All income of the Association shall be devoted to afore-stated purpose.

Section 2. Membership of the Association shall be composed as follows:
a. Car owners working or residing in Cavite who undertake to be bound by the By-Laws and all the club’s established rules and prerequisites to continue as members in good standing.
b. Others who may be defined as honorary members or members in certain capacities based on approved motions or qualifying amendments to this particular Section on membership as adopted during the appropriate general assembly meetings/forums.
Section 3. New members shall require to pay P300.00 as prescribed of the board and majority of the members during our General Assembly dated October 3, 2008.

ARTICLE IV – DUES

Section 1. Association membership dues was initially set at Php100.00 per member per month as agreed/approved by the majority vote in the first General Assembly on October 3, 2008.

Section 2. Remittance of monthly dues shall be made to club Treasurer
within the 1st week of every month, but before the 10th of said month.

ARTICLE V – MEETINGS AND VOTE

Section 1. Annual Meeting . The Club shall hold an annual meeting for the purpose of_____________________________________________________. The directors/officers will determine place and time of the annual meeting.

Section 2. Monthly Meeting: Is set at the Saturday nearest 15tth of every month that follows at 6:00 pm at a designated venue.

Section 2. Special Meetings. Special meetings may be called at any time by a 2/3 vote of the Club Board at such time and place as the Club Board directs.

Section 3. Meeting Notice. Notice of any meeting shall be made known to all members prior to the meeting.

Section 4. Quorum. In the event a quorum is not present at any meeting, the members may adjourn the meeting to a later date without further notice. A quorum shall consist of 25% of the general membership.
.

Section 5. Voting. Each member is entitled to one vote, with voting governed by proper parliamentary procedure. Members may vote during meetings or where specified, or if outside meetings, by mail ballot sent to the Secretary on amendments to these By-Laws, on assessments, and on any other mail balloting of the membership.

ARTICLE VI – OFFICERS

Section 1. Directors. The business of this Association shall be conducted by a Board of Directors.

Section 2: The Board of Directors shall consist of the elected President, Vice President, Treasurer, a Secretary, Auditor. And Public Relations Officer (PRO). Officers shall serve for 1 year (club may later define a longer term) or until a successor is elected.

Section 3. Vacancies. The Board of Directors shall fill by appointment any vacancy occurring in its membership, such appointment holding until the next annual meeting, when the members shall fill unexpired terms by election.

Section 4. Quorum. Attendance by 25 percent of the Association Board shall constitute a quorum at any meeting of the Association Board. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.

Section 5. Removal. Any director/officer may be removed from the board due to unsatisfactory service or non-performance of duty by a two-thirds vote of the remaining members of the Board.

Section 6. Compensation. No officers or director shall receive any salary or payment for his services.

ARTICLE VII – DUTIES OF DIRECTORS

Section 1. Management of Business. The Association Board shall have general supervision and control of the business and affairs of the Club, and shall make all necessary rules and regulations not inconsistent with law, or with the By-laws of this Association, or the Certificate of Incorporation, for the management of the Club. It shall be their duty to require proper records to be kept of all business transactions.

Section 2. Meetings. The Club Board shall meet once each month at such time as they may agree upon. The President or two directors may convene a meeting of the directors at any time. Notice of such meeting shall be communicated to each director not less than 24 hours before the meeting is to take place, provided that meetings of the directors may be held at any time, without formal notice, if all directors are present, or those absent have waived notice or have signified their consent to the meeting being held in their absence.

Section 3. Annual Audits. At least once in each fiscal year, the Association Board shall have an audit made of the books of the Treasurer and the report of this auditor or auditing committee shall be submitted to the members of the Association at their annual meeting.

Section 4. President. The President shall preside over all meetings of the Association and of the Board, sign as President with the Treasurer all notes, deeds, contracts, conveyances, agreements, and other instruments requiring such signatures, call special meetings of the Association and of the Board, and perform all acts and duties usually required of an executive and presiding officer.

Section 5. Vice President. The Vice President shall be vested with all the powers of the President in his absence or disability, and is charged primarily with physical plant maintenance, repair and upkeep of the Club house to ensure that the club’s house meets fire and health codes and to address housing needs as they arise, serve as the liaison with any contractors for repairs or construction; oversees the Club’s long-term needs for housing, if the Club rents, he will often be the Board’s liaison to the landlord.

Section 6. Treasurer. The treasurer shall generally be in charge of all committee work, and shall perform other duties as shall be prescribed by the Board. The Treasurer shall be the custodian of the permanent funds and securities of the Association; shall keep or cause to be kept a full and complete record of all receipts and disbursements; shall pay out money upon the approval of the Board and with the joint signature of the President; shall deposit all moneys and other valuable effects in the name and to the credit of the Association in such depositories as may be designated by the Board of Directors; shall sign as Treasurer with the President, all notes, deeds, contracts, conveyances, agreements, and other instruments requiring such signature; shall present a report of receipts and disbursements at each meeting of the Board; and shall present a yearly financial summary at each annual meeting.

Section 7. Secretary. The Secretary shall keep a complete record of all meetings of the Association and of the Board; serve all notices required by law and by these By-laws; shall keep a complete record of all business of the Association and make a full report of all matters and business pertaining to his office to the members at the annual meeting; shall make all reports required by law and perform such other duties as may be required of him by the Board or by the Board.

ARTICLE VIII – FINANCIAL MATTERS

Section 1. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money and all notes, bonds or other evidence of indebtedness issued in the name of the Association shall be jointly signed in the name of the Association by President and Treasurer of the Association.

Section 2. Deposits. All funds of the Association shall be deposited from time to time to the credit of the entity concerned in such bank or banks as the Board may select.

Section 3. Fiscal Year. The fiscal year of the Association shall be determined by a majority vote of the Board of Directors.

Section 4. Accounting System and Reports. The Board shall cause to be established and maintained, in accordance with generally accepted principles of accounting, an appropriate accounting system including reports.

Section 5. Non-Liability for Debts. No member shall be liable or responsible for any debts or liabilities of the Association. The private property of the members shall be exempt from execution or liability for any debt of the Association.

ARTICLE IX – EXECUTIVE COMMITTEE

Section 1. The Board should authorize an executive committee consisting of the Association President, Vice President, Treasurer, Secretary and Auditor to make day-to-day business decisions of the Board. This committee shall have full authority to manage the affairs of the Association between meetings of the Board, subject to review and change of actions taken by the Board provided that no vested rights of third parties shall be adversely affected thereby.

Section 2. Any member of the Board who is unable to attend a meeting therefore may name any director to serve in his stead with full authority in such meeting.

Section 3. The President (or in his absence the Vice President) may call meetings of the Executive Committee upon 24 hours' notice and meetings may be held at any time upon waiver of notice.

ARTICLE X – BY-LAWS

The Board shall have the power to make such by-laws as may seem expedient, but such by-laws shall be subject to repeal or amendment by any meeting of this Association. The Board shall not have the power, however, to pass any by-laws that would alter the status of the Association beyond the ability of the members to restore the former status at any annual meeting.

ARTICLE XI – AMENDMENTS

These By-laws may be amended at any regular or special meeting by a two-thirds (2/3) voting in person, or by mail, provided that no amendment shall be adopted unless a copy of such proposed amendment shall have been included in or enclosed with the notice of such meeting.

ARTICLE XII – DISSOLUTION

After fulfillment of the requirements of the law on dissolution or after discontinuance of business and payment of debts, any surplus shall be transferred …….(and with no interest) until such time as this Association is reactivated, such time not to exceed five years.

ARTICLE XIII – INDEMNIFICATION

This Association shall, to the full extent permitted by law, indemnify any director or officer of this Association against expenses including attorney's fees, judgments, fines and amounts paid in settlement reasonably incurred in the defense of any action, suit or proceeding, civil or criminal, in which he is made a party by reason of being or having been such director or officer of this Association, except in matters in which it is finally adjudged in such action, suit or proceeding that he is liable for negligence or willful misconduct in the performance of his corporate duties.

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