AMENDED BY-LAWS, of BRIDGETOWN SUBDIVISION HOMEOWNERS ASSOCIATION, INC. ARTICLE I DECLARATION OF PURPOSE The purposes of this association are those set forth in its Articles of Incorporation. Its Primary concem is to facilitate the delivery of adequate social services and economic advantages for the association to improve the quality of life and well-being of its members. ARTICLE Il NAME AND LOCATION The name of this Association is BRIDGETOWN SUBDIVISION HOMEOWNERS ASSOCIATION, IN Its principal office shall be located at Bridgetown Subd. Villa Kanai ARTICLE IIL MEMBERSHIP Section 1, Members, Every homeowner shall be qualified to be a member of the association. Unless otherwise provided in the Contract to Sell, Deed of Sale, or other instruments of conveyance, or annotated in the title of the property, membership in the association is optional. The right of membership, including the right to vote and to be voted for, shall be exercised by the head of the family of each homeowner, lot owner/buyer, or bonafide occupant, ofa house or lot, A lessee of a homeowner under a contract with a term of at least one (1) year may qualify to be a member and shall have the rights of « member upon complying with the requirements of membership under the by-laws and the law. Section 2. Member in Good Standing — Every member in good standing is one who faithfully with all the duties and obligations of a member as determined by the Board of Directors. compli Section 3. Rights and Privileges of Membership — Every member of this association shall be entitled to participate in any meeting and vote on the following matters:‘8. Amendment of the articles of incorporation; b. Adoption and amendment of by-laws; Sale, lease exchange, mortgage, pledge or other disposition of all or substantially all Of the association's assets; Incurring, creating, or increasing bonded indebtedness; Inereases or decreases of association capitalization or dues, Merger or consolidation of the association with another association or other association; & Investment of association funds in another association; h. Dissolution of the association; and The use, enjoyment, and to benefit from, or take advantage of all facilities, amenities and services of the association, Unless otherwise stated in the Articles of Incorporation or in these by-laws, and in addition tothe foregoing rights and privileges, every member in good standing of this association shall have the following rights: 1 To vote at all elections of directors or trustees, either in person or by representative authorized to act by written proxy; To be eligible to any elective or appointive office of the association; To participate and vote on all matters brought before any meeting or deliberation of the members of the association; and 4. To use, enjoy, benefit from, or take advantage of all facilities and services of the association, Section 4. Duties of Members ~ Every member of this association shall have the following duties: To pay his membership fee, association dues, special assessments, and such other fees which may be levied on him by the associ b. To participate in important activities or social affairs of the a determined by the board of directors or trustees; ssociation as may be ¢. Toattend all meetings, assembly, and seminars as may be called by the association, the board of directors or trustees or its committees; and 4. To obey and comply with this by-laws and such other nules and regulations as may be promulgated by the board of directors or trustees and approved by the majority of the members, Section $. Delinquent Member ~ Unless otherwise provided in the by-laws, a member ‘who has failed to pay three (3) cumulative monthly dues or membership fees, or other e273 Ms® ® charges/assessment despite demands by the association, or has repeatedly violated the association's by-laws and/or declared policies, may be declared delinquent by the Board of Directors in accordance with the procedure in the succeeding section. Section 6. Procedure in Declaring a Member Delinquent - The Board or a committee assigned by the Board shall observe the following procedure in declaring a member delinquent or not in good standing: a, The Board or the Committee shall determine whether a member (1) failed to pay at least three (3) cumulative monthly dues, fees or other charges based on the report Of the treasurer or as reflected in the association's financial records, or (2) repeatedly or grossly violated the by-laws or policies of the association as reflected in the book of records of the association b. The President or the designated officer of the association shall forthwith notify the said member in writing of the violation and require him to explain in writing, within fifteen (15) days from receipt of notice, why he should not be declared delinquent. . After the lapse of fifteen (15) days, with or without written explanation, the President of the designated officer shall submit the matter to the Board or Committee for hearing and deliberation. d. Thereafter, the member may be declared delinquent by the majority vote of all the members of the Board. Section 7. Sanctions for a Delinquent Member ~ All the rights and privileges of a ‘Member as provided in Section 3 is suspended upon the declaration of delinquency by the Board. Section 8. Reinstatement of a Delinquent Member ~The board shall, by majority vote, reinstate the membership of the delinquent member, provided that upaid dues, fees or charges are paid or the sanctions imposed are satisfied. Nothing in this Rule shall prevent the association from imposing other sanctions against the delinquent member in accordance with the by-laws. Section 9. 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 and trustees. Section 10, 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; / At JZb. Ceasing to be a member in good standing, as determined by the board of directors and trustees, after due notice and hearing; and ‘¢. Repeated violation of any of the provisions of the articles of incorporation, this by- laws or existing rules and regulations of the association and exhibiting conduct inimical to the interest of the association as determined by the board of directors or trustees, after due notice and hearing. ARTICLE IV FEES AND DUES Section 1, Membership Fee - Upon the organization of this Association, or the admission of any person as member hercof, every member of the association shall pay a membership fee of FIVE HUNDRED. (500.00) PESOS or in such amount as may be determined by the Board of Directors upon approval of the majority of the general membership in a meeting duly called for the purpose. Section 2. Association or Maintenance Dues — Monthly association and/or maintenance dues of FOUR HUNDRED (400.00) PESOS shall be collected from every member to defray the administrative cost 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 or trustees, may from time to time, assess and collect from each member reasonable amounts as may be necessary to fund special community projects for the common good and benefit of the association as approved b} the majority of the members of the board and members of the association. i ARTICLE V BOARD OF DIRECTORS OR TRUSTEES, Section 1. Powers and Duties of the Board of Directors — Unless otherwise provided in the articles of incorporation and this by-laws, the powers of this association shall be exercised, all business conducted and all of its property controlled and held by the board of directors ot trustees elected from among the members in good standing of this association. In addition to the duties and responsibilities stated in the by-laws of the association, the board shall have the following duties and responsibilities: a. Regularly maintain an accounting system using generally accepted accounting principles, and keep books of accounts, which shall be open for inspection to any homeowner and duly authorized representatives of government agencies upon request, during reasonable hours on business days;Wl ; SES ® » b. Collect reasonable fees, dues and assessments that may be provided for in the by-laws and approved by the majority of the members; ©. Collect reasonable charges for assessments, and after due notice and hearing by the board in accordance with the procedures as provided in the by-laws, and rules and regulations adopted by the board, charge reasonable fines for late payments and for violation of the by-laws, rules, and regulations of the association, in accordance with a previously established schedule adopted by the board and furnished to the homeowners; 4. Propose measures to raise funds and the utilization of such funds and submit the same for consideration of the members of the association; . Undergo a free orientation by the HLURB or any other competent agency deputized by it on how to conduct meetings, preparation of minutes, handling of accounts, laws and pertinent rules and regulations within thirty (30) days after election or appointment; f. Discharge the duties and responsibi -s provided for in the association's by-laws; and &. Exercise such other powers as may be necessary and proper in accordance with this, Act and for the accomplishment of the purposes for which the associatic organized. ‘The board shall act in all instances on behalf of the association, except to amend the Articles of association, to dissolve the association, to elect members of the board or to determine the qualifications, powers and duties, or terms of office of the board, and other instances that require the vote or approval of the members themselves. In the performance of their duties, the officers and members of the board shall exercise the degree of care and loyalty required by such osition PoiiiGectlon 2.-Nansber of Directors sr Trusiees and Qualifieations — Ths board of directors or trustees of this association shall be composed of five (5) elected members. No person. shall be elected as director or trustee unless he is a member in good standing of this asso jon. Section 3. Nomination — Not less than seven (7) days nor more than fourteen (14) days before the annual meeting at which the directors or trustees are to be elected, any fifteen (15) or more members, may, by writen petition, nominate candidates to the Board and post their names in the bulletin 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 or trustees so elected shall hold offices for a term of two (2) years and until their successors are elected and qualified. Wakes 2Section 5. Verification and Validation of Petition for Removal of Directors oF ‘Trustees ~ The following procedure shall be observed in case of removal of a director or trustee of an association: A director or trustee may be removed from office, through a verified petition duly signed by the majority members in good standing of an association, for any cause provided in the by-laws of the association; b. The duly signed petition, subscribed and sworn to before @ notary public, shall be submitted to the Regional Office of the HLURB for purposes of verification and validation, Within five (5) days from the receipt of the petition, the Regional Office shall determine whether the petition complies with the required formalities and based on any of the grounds or causes for removal provided under the by-laws. Upon being satisfied that the petition is sufficient in form and substance, the Regional Office shall determine, based on its record, whether the petition is signed by majority of the ‘members of the association concerned; ©. If the Regional Office determines that the petition is not signed by the required number of the members of the association, it shall then dismiss the petition and shall inform the member who filed the petition of its decision, furnishing a copy thereof to the board and the director or trustee subject of the petition; If, on the other hand, the petition is signed by the required number of the members of the association, the Regional Office shall then proceed with the validation of the petition. The Homeowners Association Administration Division of the Regional Office shall compare the signature appearing in the petition with the records on file with the Regional Office; d. The Homeowners Ass the conduct of valida jon Administration Division shall then prepare report on nn and submit the same to the Regional Director/Officer shall then issue an order validating the petition and the removal of the director or trustee, furnishing a copy thereof to the director/trustee concerned and the board; fe. Within sixty (60) days from the receipt of the order from the Regional Director/Officer, an election shall be called by the remainder of the board for the purpose of determining who shall hold office for the unexpired term of the removed director/trustee; £ The director or trustee who has been removed shall have the right to question his removal on the sole ground of the validity of the cause relied upon by the members of the association, through a petition filed before the Regional Office within fifteen (15) days from the receipt of the order of his removal; and, g. The pendency of the petition filed by the director or trustee shall not prevent the board from conducting the special election called for the purpose of filling up the vacancy. In the event the HLURB decides that the removal is invalid, the removed director or trustee shall then be reinstated to his former position and serve theremainder of his term, The tenure of the person who replaced the removed director from the time of his election up to the time of the reinstatement of the latter shall be respected Section 6, Dissolution of the Board — In the event two-thirds (2/3) of the association's members submit a verified petition for the dissolution of the board, the following procedure shall be observed: a. The petition for the dissolution of the board shall be based solely on the grounds or causes provided in the association's by-laws; b, ‘The procedure provided in the subsections (b) to (g) of the immediately preceding Section shall be observed; and, Until the new board members shall have been elected and qualified, the HLURB shall designate an interim board: Provided, That such board shall be composed of association members in good standing: Provided, further, That such interim board members shall not eligible to run in the election called for the purpose of replacing the member of the dissolved board. ‘This procedure shall also be adopted if a majority of the members of the Board is removed, which shall be considered asa dissolution of the entire board. Section 7. Vacancies — Except as herein above provided, any other vacancies occurring in the Board either by resignation, death or incapacity, shall be filled by a majority vote or the members entitled to vote at a special meeting duly called and held for the purpose ‘without compliance with the foregoing provisions with respect to unexpired term (5) of the resigning, incapacitated or deceased director(s) or trustee(s). Section 8, Regular Meeting of the Board ~The first regular meeting of the Board shall without notice be held immediately after the annual meeting of the members. ‘Thereafter, the regular meeting of the Board shall also be held on the 38° SUNDAY OF THE MONTH at the principal office of the association and no notice thereof shall be required. Section 9, 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 directors at least two (2) days before the meeting. Section 10. Quorum — A majority of the directors or trustees shall constitute a quorum at any meeting of the Board. Section 11. Compensation ~ Grant members of the Board of Directors. sf abs” a gt of per diems only to officers who are notARTICLE VI OFFICERS Seetion 1. Officers ~The officers of the association shall be the President, Vice President, Secretary, Treasurer, Auditor and such other officers as may from time be determined by the Board. Long-term lessees and tenants are not qualified to be elected or appointed as president, vice-president, and treasurer of the association, Section 2. Election and Terms 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 TWO (2) YEARS and until their successors shall have been elected and qualified. If the election of officers cannot be held at such meeting, the lection shall be held during the next regular meeting. 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 or trustees. Section 4. Removal of Officers Any officers 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 shall be elected by the board of directors or trustees from their own number. He shall exercise such powers and perform such duties incident to his office and such other duties as may from time to time be delegated to him by the Board. Among, others, the president shall; a. Preside at all meetings of the members and of the board of directors or trustees; b. Exercise general supervision over all the other officers of the association; Represent the association in all activities to which it isa party or participant; 4. Preside, 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 or trustees such statements, report, memoranda and accounts as may be requested by the latter; ¢. Organize and supervise work groups among the members of the associati ion; £. Post a fidelity bond sufficient to answer for the association's cash assets and its equivalent at the time of his/her assumption of office, provided, that the posting of the said bond shall be for the personal account of the officer concerned; and, g._ Exercise the power to create additional committees as may be necessary. 'Section 6. Vice-President - The Vice-President shall be elected by the board of directors of trustees from their own number. He shall be vested with the all the powers and authorities of, and required to perform all of the duties of the President during the absence or ineapacity of the latter for any cause, and he shall also perform such other duties as the board of directors or trustees may from timie to time assign to him Section 7. Treasurer ~ The Treasurer shall be elected by the board of directors or trustees, and he/she may or may or may not be a director or trustees of the association. He/she * shall hold office atthe pleasure of the board, and shall perform the following duties. a. Have custody of, and be responsible for, all the funds, securities, and bonds of the association, and keep a complete and accurate record of receipts and disbursements and other of commercial transactions in the corresponding books of accounts of the association, and see to it that all disbursements and expenditures are evidenced by appropriate vouchers; b, Disburse the funds of the association, for specific purpose/s authorized by @ resolution of the board of directors or trustees; c. Receive and give receipts for all moneys paid to the association from any source whatsoever and take charge and have custody of petty cash funds as may be fixed by the board; 4d. 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; ¢. Shall monitor all delinquencies and send notices on overdue association's dues and/or demand letters; £. Post a fidelity bond sufficient to answer for the association’s cash assets and its equivalent at the time of his/her assumption of office provided, that the posting of the bond shall be for the personal account of the officer; and” 2. 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 or trustees ‘The treasurer may delegate the routine duties of his office to one or more employees of the association with the approval of the president. Section 8. Secretary — The Secretary shall be elected by the board of directors or poke oH 2aes~trustees, and he/she may not be a director or trustee of the association, He/she shall hold office at the pleasure of the board, and shall perform the following: Keep full minutes of all meetings of the members of the board and of the members, in ‘one more books provided for this purpose; Deliver or submit all notices in accordance with this by-laws or as required by law or rales of the HLURB; Keep all corporate records and the seal of the association which shall be affixed to such instruments as may be required by the HLURB and thereupon be attested by his signature or that of the treasurer, Keep a register or membership roll of the names and post office addresses of all members; Provide each member a copy of the by-laws and all amendments thereto; and, 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 9. Auditor — ‘The Auditor shall be appointed by the board of directors or trustees, and he/she may not be a director or trustee of the association. He/she hold office at the pleasure of the board, and shall perform the following duties. a. Serve as the chairperson of the audit and inventory committee of the association; b. Examine and audit all financial transactions of the association including all the books, ledgers, journals and other supporting records pertaining thereto; and c. Perform all duties incident to the office of the auditor and such other duties as ‘may from time to time be assigned by the Board. ARTICLE VIT ASSOCIATION COMMITTEES Section 1. Committees — The association, by a vote of the majority.of the members thereof, shall organize and create the following committees: S eea. Grievance and Adjudication Committee, The members of the grievance and adjudication committee, who should have experience in counseling, shall be elected by the members in the annual meeting of members. The committee shall accept and investigate complaints filed by a member against any other member or officer, and shall settle or arbitrate any dispute within its powe ‘the community. In the event that the grievance is not settled by the committee, its decision may be appealed to the board of directors or trustees. Any controversy or dispute shall first be brought before the Board of directors or trustees prior to elevating the same to HLURB. The board of directors or {trustees shall issue a certification as to the non-settlement of a dispute before HLURB shall take cognizance of the dispute or controversy. Audit and Inventory Committee, The audit and inventory committee shall be responsible for auditing the accounts of the association. It shall conduct such audit atleast semi-annually and submit its reports thereon to the board of directors or trustees. ¢. Committee on Election. The committee on election shall be composed of three (3) members, to be elected by the members in the annual meeting who shall serve for a term of one (1) year until their suecessors have been elected and duly qualified ‘The Committee shall supervise all election acti ies of the association 4. 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 groups ‘or councils, which shall form as backbone of the community service delivery system. Initially, these groups or council may be the following: Health and ‘Nutrition and Mobility Groups. Additional groups or council shall be formed as the need arises. €, 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 resident productive members of the association. f Financial Management Committee. Subject to the approval of the Board of Directors, the financial management committee, shall prepare the budget of the association and plan, adopt and implement canvassing, procurement, 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 external institutions and shall evolve a savings tee, The livelihood committee shall plan and coordinate all economic programs designed to supplement the income of the members. As such, it shall closely coordinate with the financial management committee in the preparations of feasibility studies and other proposals. 1h, 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 team or group to maintain cleanliness and beauty in the community. 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 brigades to safeguard the security of the area and emergeney/disaster brignde to meet any natural or man-made calamity. i+ Social and Cultural Affairs Committee. It shall be tasked with planning, organizing and implementing social activities that will help improve inter personal relations among the members. Finally, it shall form and organize Sports and Recreation Brigade. ARTICLE VIL ELECTIONS Section 1. Holding of Elections ~ A homeowners association shall hold regular membership meetings or elections on the time or date set forth in its by-laws. Section 2. Proxies ~ Association members may vote in person or by proxy in all ‘meetings of members. Proxies shall be in writing, signed by the member and filed before the scheduled meeting with the association secretary. Unless otherwise provided in the proxy, it shall be valid only for the meeting for which it is intended. No proxy shall be valid and effective for a period longer than three (3) years at a any one time unless earlier revoked by the member. Section 3. Failure of Election ~ When a regular or special election cannot be held or conducted due to lack of quorum as defined under association by-laws or for any other serious cause such as violence, terrorism, force majeure, and other analogous causes of such a nature that the holding of a free, orderly and honest election should ‘become impossible, the Election Committee shall call for another election within a period