AUTOCLUBGEN3 BY-LAWS FINAL

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. Club membership is composed of:
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. Continuation of Membership in Absencia or Voluntary Suspension of Membership
a. Any member who, for a valid reason like going overseas for some period of time, may opt to either continue membership through a special membership fee remittance arangement and/or with designated proxy during his/her absence, or suspension of membership until further notice. Proper prior notice is required for either options. Removal of his car sticker is done if deemed proper.
b. Resignation of members likewise requires proper notice as he will be freed from future assessment, as appropriate, after his club sticker(s) is/are duly removed from his car.
c. Non-payment of club dues for three(3) consecutive months shall result in automatic disqualification from membership and corresponding removal of issued sticker(s) from said disqualified member’s car.


ARTICLE IV – DUES

Section 1. Club membership is Php200.00 upon joining as member and subsequently, Php 100.00 per month as agreed/approved by the majority vote in the first General Assembly on October 03, 2008. Car sticker required will be issued upon payment of Php 150.00. Other available stickers for sale are optional.

Section 2. Remittance of monthly dues shall be made to the Treasurer
within the third week of every month, but before the 26th of said month.


ARTICLE V – MEETINGS AND VOTE

Section 1. Annual Meeting . The Club shall hold an annual meeting for the purpose of election, annual report by the President, and auditor’s report. The directors/officers will determine place and time of the annual meeting.

Section 2. Monthly Meeting: Is set every first Friday of the month at 7:00 pm at a designated venue, or as otherwise specified.

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, or upon petition of 1/3 of the general membership.

Section 3. Meeting Notice. Notice of any meeting shall be made known to all members prior to the meeting, with RSVP request, so each member can immediately respond on confirmation or not.

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 in person or proxy (but in writing) 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.

Section 6. Order of Business- The order of business at the annual meeting of the members shall be as follows:

a. Proof of service of the required notice of meeting
b. Proof of presence of a quorum
c. Reading and approval of the minutes of the previous annual meeting
d. Unfinished business
e. Auditor’s and Treasurer’s Report
f. Report of the President
g. Election of the Officers for the ensuing year
h. Other Matters

ARTICLE VI – OFFICERS

Section 1. Directors. The business of this Association shall be conducted by a Board of 13 Directors.

Section 2: The Board of Directors shall consist of the elected President, Vice President, Treasurer, Secretary, Auditor. 3 Public Relations Officer s(PRO) and five (5) Advisers. Officers shall serve for 1 year (club may later define a longer term) or until a qualified 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 50 percent of the Club Board shall constitute a quorum at any meeting of the said 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 Club 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, specifically every last Friday of the month at 7pm or as otherwise specified. 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 4. Annual Audits. At least once in each Quarter, the Club Board shall have an audit made of the books of the Treasurer and the report of this auditor shall be submitted to the Board members of the Association quarterly specifically, at the first board meeting immediately following the last month of each quarter. An annual auditor’s report will also be included in the agenda of every annual meeting. A random audit of the club’s books by the Auditor at any given time is his prerogative.

Section 5. President. The President shall be the Chief Executive Officer of the Club, shall preside over all meetings of the Club 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 Club and of the Board, and perform all acts and duties usually required of an executive and presiding officer, including a complete report at the annual meeting of the activities and operations of the club for the fiscal year under his term.

Section 6. Vice President. The Vice President shall be vested with all the powers of the President in his absence or incapacity and shall perform duties that may be assigned by the Board.

Section 7. Treasurer. The Treasurer shall be the custodian of the funds of the club; 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; and shall perform duties that may be assigned by the Board.

Section 8. 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.

Section 9. Public Relations Officers-.The 3 PROs shall allocate among themselves their role and responsibility of representing the Club Board to the community and/or the public in terms of building a good reputable image and liaison on the club’s behalf in the pursuit of club goal’s and objectives and for club’s programs and projects to be conceptualized well and managed with utmost efficiency and professionalism to the satisfaction of both public and private sectors concerned; shall make all reports pertaining to their function and perform such other duties as may be required of them by the Board .


Section 10. Advisers. The 5 Advisers shall be the skilled experts in their respective fields to contribute to the Club and to the Board their professional /managerial skills and brilliant ideas in their respective lines of specializations as they are acknowledged and recognized as authority in special areas where the club would be involved as it pursues its established vision and mission for the benefit of all members; shall make all reports pertaining to their function/assignment and perform such other duties as may be required of them by the Board.


ARTICLE VIII – FINANCIAL MATTERS

Section 1. Contracts. Except as otherwise provided in these By-laws, the Board may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name and on behalf of the Association and such authority may be general or confined to specific business. No debts shall be contracted against the Association except by order of the Board or persons specifically authorized by the Board.

Section 2. 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 the President ands Treasurer. Proper documentation to the Bank on the changes of authorized signatories will be the Board’s responsibility and accountability.

Section 3. Deposits. All funds of the Association shall be deposited as soon as the club’s funds reach the amount of Php20,000.00, and from time to time thereafter to the credit of the club in such bank or banks as the Board may select.

Section 4. Fiscal Year. The fiscal year of the Association shall be determined by a majority vote of the Board of Directors.

Section 5. 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 6. 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 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/proper proxy, 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 to _______(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 club duties.