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By Laws

The by-laws establish rules for (1) regular monthly meetings of the board of directors that can be held remotely, (2) annual meetings of members on the third Saturday of November with at least 21 days notice, and (3) proxy voting by members. The by-laws also specify qualifications for directors and officers, their terms, and limits on director compensation. The fiscal year runs from January 1 to December 31.

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JERRY PRINTSHOP
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25 views4 pages

By Laws

The by-laws establish rules for (1) regular monthly meetings of the board of directors that can be held remotely, (2) annual meetings of members on the third Saturday of November with at least 21 days notice, and (3) proxy voting by members. The by-laws also specify qualifications for directors and officers, their terms, and limits on director compensation. The fiscal year runs from January 1 to December 31.

Uploaded by

JERRY PRINTSHOP
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
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Download as PDF, TXT or read online on Scribd
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BY-LAWS

OF
YMCA of San Carlos City Inc.

I. THE TIME, PLACE AND MANNER OF CALLING AND CONDUCTING REGULAR


OR SPECIAL MEETINGS OF THE DIRECTORS OR TRUSTEES.

a) Regular meetings of the board of directors or trustees or trustees of the


corporation shall be held monthly unless the by-laws provide otherwise.

b) Special meetings of the board of directors or trustees may be held at any time
upon the call of the president or as provided in the by-laws.

c) Meetings of directors or trustees of corporations may be held anywhere in or


outside of the Philippines, unless the by-laws provide otherwise. Notice of
regular or special meetings stating the date, time and place of the meeting must
be sent to every director or trustee at least two (2) days prior to the scheduled
meeting, unless a longer time is provided in the by-laws. A director or trustee
may waive this requirement, either expressly or impliedly.

d) Directors or trustees who cannot physically attend or vote at board meetings


can participate and vote through remote communication such as
videoconferencing, teleconferencing, or other alternative modes of
communication that allow them reasonable opportunities to participate.
Directors or trustees cannot attend or vote by proxy at board meetings.

II. THE TIME AND MANNER OF CALLING AND CONDUCTING REGULAR OR


SPECIAL MEETINGS OF THE STOCKHOLDERS OR MEMBERS.

a) Regular or annual meetings of stockholders or members shall be held annually


on 3rd Saturday of November.

b) Written notice of regular meetings shall be sent to all stockholders of record


or members at least twenty-one (21) days prior to the meeting, unless a different
period is required in the by-laws, law, or regulation: Provided, further, That
written notice of regular meetings may be sent to all stockholders of record or
members through electronic mail or such other manner as the Commission shall
allow under its guidelines.

c) Special meetings of Stockholders or members shall be held at any time


deemed necessary or as provided in the by-laws: Provided, however, That at
least one (1) week written notice shall be sent to all Stockholders or members,
unless a different period is provided in the by-laws, law or regulation.

d) Written notice of special meetings shall be sent to all stockholders or

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members at least one week prior to the meeting.

e) Stockholders or members' meetings, whether regular or special, shall be held


in the city or municipality where the principal office of the corporation is
located, Provided, That any city or municipality in Metro Manila, Metro Cebu,
Metro Davao, and other Metropolitan areas shall, for purposes of this section, be
considered a city or municipality.

III. THE REQUIRED QUORUM IN MEETINGS OF STOCKHOLDERS OR MEMBERS

The required quorum in meetings of Stockholders or members shall consist of


the stockholder/s representing a majority of the outstanding capital stock or a
majority of the members in the case of non-stock corporations.

IV. THE FORM FOR PROXIES OF STOCKHOLDERS OR MEMBERS AND THE


MANNER OF VOTING THEM

Stockholders or members may vote in person or by proxy in all meetings of


Stockholders or members. Proxies shall be in writing, signed and filed, by the
stockholder or member, in any form authorized in the by-laws and received by
the corporate secretary within a reasonable time before the scheduled meeting.
Unless otherwise provided in the proxy form, 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 five (5) years at any one time.

V. THE QUALIFICATIONS, DUTIES, TERM AND COMPENSATION OF DIRECTORS


OR TRUSTEES

a) A person shall be disqualified from being a director, trustee or officer of any


corporation if, within five (5) years prior to the election or appointment as such,
the person was:

(a) Convicted by final judgment:

(1) Of an offense punishable by imprisonment for a period exceeding six (6)


years;

(2) For violating this Code; and

(3) For violating Republic Act No. 8799, otherwise known as “The Securities
Regulation Code”;

(b) Found administratively liable for any offense involving fraudulent acts; and

(c) By a foreign court or equivalent foreign regulatory authority for acts,


violations or misconduct similar to those enumerated in paragraphs (a) and (b)
above.

Directors shall be elected for a term of one (1) year from among the holders of

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stocks registered in the corporation’s books, while trustees shall be elected for a
term not exceeding three (3) years from among the members of the corporation.
Each director and trustee shall hold office until the successor is elected and
qualified. A director who ceases to own at least one (1) share of stock or a
trustee who ceases to be a member of the corporation shall cease to be such.

b) The corporate powers of the corporation shall be exercised, all business


conducted and all property of the corporation be controlled and held by the
board of directors or trustees to be elected from among the holders of stocks,
who shall hold office for one (1) year and until their successors are elected and
qualified.

c) The directors or trustees shall not receive any compensation, as such


directors or trustees, except for reasonable per diems. Any compensation may be
granted to directors or trustees by the vote of the stockholders representing at
least a majority of the outstanding capital stock or by majority of the members at
a regular or special meeting, In no case shall the total yearly compensation of
directors, as such directors, exceed ten (10%) percent of the net income before
income tax of the corporation during the preceding year.

VI. THE MANNER OF ELECTION OR APPOINTMENT, QUALIFICATION AND THE


TERM OF OFFICE OF ALL OFFICERS OTHER THAN DIRECTORS OR TRUSTEES

Immediately after their election, the directors or trustees of a corporation must


formally organize by the election of a PRESIDENT, who shall be a director or
member, a TREASURER who must be a resident, a SECRETARY who shall be a
citizen and resident of the Philippines, and such other officers as may be
provided in the by-laws. Two (2) or more positions may be held concurrently by
the same officer, however no one shall act as PRESIDENT and SECRETARY or as
PRESIDENT and TREASURER at the same time. The officers of the corporation
shall hold office for one (1) year and until the successors are elected and
qualified. The officers shall manage the corporation and perform such duties as
may be provided in the bylaws and/or as resolved by the board of directors or
trustees.

VII. FISCAL YEAR

The fiscal year of the corporation shall begin on January 1 and shall end
December 31 of each year.

VIII. SEAL

The corporate seal shall be determined by the Board of directors or trustees.

IX. MISCELLANEOUS PROVISIONS:

Matters not covered by the provisions of these by-laws shall be governed by the
provisions of the Revised Corporation Code of the Philippines.

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IN WITNESS WHEREOF, we, the undersigned incorporators present at said
meeting and voting thereat in favor of the adoption of said by-laws, have hereunto
subscribed our names this __________ day of ____________, 20________ in the
City/Municipality of ___________________, Province of _____________________, Republic of
the Philippines.

Name TIN Signature

WILLIAM PANONCILLO
197-537-840-000
LONGAKIT

DICKSON NEMENSO YU 911-213-299-000

JUNOVER TORBANOS DE LA
121-183-455-000
ROSA

EDDIE LEDESMA APUHIN 141-076-112-000

NELSON PADERNA LIMOT 141-544-090-000

NECEFORO DESPABALADERO
032-956-421-000
REQUIERON

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