BY - LAWS OF
ROSEVILLE HEIGHTS HOMEOWNERS ASSOCIATION, INC.

(TIN: 410-236-434-000)


ARTICLE I : DECLARATION OF PURPOSE
ARTICLE II : NAME AND LOCATION
ARTICLE III : MEMBERSHIP
ARTICLE IV : FEES AND DUES
ARTICLE V : BOARD OF DIRECTORS OR TRUSTEES
ARTICLE VI : OFFICERS
ARTICLE VII : ASSOCIATION COMMITTEES
ARTICLE VIII : MEETING OF MEMBERS
ARTICLE IX : FINANCIAL TRANSACTIONS
ARTICLE X : MISCELLANEOUS PROVISIONS


ARTICLE I
DECLARATION OF PURPOSE


The purposes of this association are those set forth in its Articles of Incorporation. Its primary concern 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 II
NAME AND LOCATION


The name of this Association is ROSEVILLE HEIGHTS HOMEOWNERS ASSOCIATION, INC.
Its principal office shall be located at Sto. Tomas San, Jose City, Nueva Ecija, Philippines. Telephone Number +639175664674.

ARTICLE III
MEMBERSHIP


Section 1. Members. All homeowners, lot buyers/owners, or long-term lessees and occupants of lots or houses at Roseville Heights Subdivision, Sto. Tomas San, Jose City, Nueva Ecija, Philippines shall become members of the association; provided however, that the long-term lessees and bonafide occupants 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.

The right of membership, including the right to vote and to be voted for, shall be exercised by the head of the family or authorized representative of each homeowner, lot owner/buyer, or bonafide occupant, of a house or lot.

Section 2. Member in Good Standing. A member in good standing is one who complies faithfully with all the duties and obligations of a member as determined by the board of directors. He shall enjoy the right to participate and vote during elections and in all meetings or deliberations of the members.

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:

a. Amendment of the articles of incorporation;
b. Adoption and amendment of by-laws;
c. Sale, lease, exchange, mortgage, pledge or other disposition of all or substantially all of the association’s assets;
d. Incurring, creating, or increasing bonded indebtedness;
e. Increases or decreases of association capitalization or dues;
f. Merger or consolidation of the association with another association or other associations;
g. Investment of association funds in another association;
h. Dissolution of the association; and,
i. The use, enjoyment, and to benefit from, or take advantage of all the facilities, amenities and services of the association.

Whenever a house or lot, or two or more houses or lots, are jointly owned, leased, or otherwise legally occupied, in order to vote the same and where all the co-owners, co-tenants or lessees, or co-occupants are present and ready to vote, they must agree on the manner of the voting of the property/ies they own jointly, unless there is a written proxy signed by all the co-owners, co-lessees, or co-occupants, authorizing one or some of them or any other person to such house/s or lot/s.

When the property are owned, leased, or occupied in an “and/or” capacity by the holder thereof, any of the joint owners, lessees, or occupants can vote said property/ies of appoint a proxy thereof.

The members, director/s or trustee of the association have the right to the inspection and examination of association records at reasonable hours on business days.

Unless otherwise stated in the Articles of Incorporation or in this By-Laws, and in addition to the foregoing rights and privileges, every member in good standing of this association shall have the following rights:

a. To vote at all elections of trustees or directors, either in person or by representative authorized to act by written proxy;
b. To be eligible to any elective or appointive office of the association;
c. To participate and vote on all matters brought before any meeting or deliberation of the members of the association;

Section 4. Duties of Members. Every member of this association shall have the following duties:

a. To pay his membership fee, association dues, special assessments, and such other fees which may be levied on him by the association;
b. To participate in important activities or social affairs of the association as may be determined by the board of directors or trustees;
c. To attend all meetings assembly, and seminars as may be called by the association, the board of directors or trustees or its committees;
d. To obey and comply with this by-laws and such other rules and regulations as may be promulgated by the board of directors or trustees and approved by the majority of the members.

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 and trustees.

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 determined by the board of directors and trustees, after due notice and hearing;
c. Repeated violation of any of the provisions of the articles of incorporation, this bylaws 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 hereof, every member of the association shall pay a membership fee of Five hundred (500) pesos to be paid in a manner determined by the board of directors or trustees.

Section 2. Association or Maintenance Dues. Monthly association and/or maintenance dues of One hundred (100) 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 by the majority of the members of the board.

ARTICLE V
BOARD OF DIRECTORS OR TRUSTEES


Section 1. Board of Directors or Trustees and their General Powers. 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 or trustees elected from among the members in good standing of this association.

Section 2. Number of Directors or Trustees and Qualifications. The board of directors or trustees of this association shall be composed of Nine (9) elected members. No person shall be elected as a director or trustee unless he is a member in good standing of this association.

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 fifteen (15) or more members, may, by written petition, nominate candidates to the Board and post their 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 two (2) years and until their successors are elected and qualified.

Section 5. Removal of Directors or Trustees by Members. At any regular or special meeting of the members duly called and held, any director or trustee may, on any valid ground 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 director(s) or trustee(s) so elected shall serve the unexpired term(s) of the removed director(s) or trustee(s).

Section 6. 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 of 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 nomination. The director(s) or trustee(s) so elected shall serve the unexpired term(s) of the resigning, incapacitated or deceased director(s) or trustee(s).

Section 7. Regular Meeting of the Board. The first regular meeting of the Board shall without notice be held immediately after the biennial meeting of the members. Thereafter, the regular meeting of the Board shall also be held on the 1st Saturday of every 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 or trustees shall constitute a quorum at any meeting of the Board.

Section 10. Compensation. The directors or trustees 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.

Section 11. Minutes. Minutes of all meetings of the board of directors or trustees shall be kept and carefully preserved as a record of the matters and business transacted at such meetings. The minutes shall contain such entries as may be required by law.

ARTICLE VI
OFFICERS


Section 1. Officers. The officers of the association shall be the President, Vice- President, Secretary, Treasurer, Public Relation Officer (P.R.O), Auditor and such other officers as may from time to 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 Term of Office. The officers mentioned in Section 1 hereof shall be elected at the biennial meeting of the Board held immediately after the biennial 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 election 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 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 shall be elected by the board of directors or trustees from their own number. He shall exercise such powers and performs such duties incident to his office and such other duties as may from time to time delegated to him by the Board. Among others, the president shall:

a. Preside at the meetings of the members and of the board of directors or trustees;
b. Exercise general supervision over all the other officers of the association;
c. Represent the association in all activities to which it is a party or participant;
d. 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;
e. Organize and supervise work groups among the members of the association;
f. 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;
g. Exercise the power to create additional committees as maybe necessary.

Section 6. Vice-President. The Vice-President shall be elected by the board of directors or trustees from their own number. He shall be vested with all the powers and authorities of, and required to perform all of the duties of the President during the absence or incapacity of the latter for any cause, and he shall also perform such other duties as the board of directors or trustees may from time 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 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 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 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 a 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;
d. 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;
e. Shall monitor all delinquencies and send notices on overdue association’s dues and/or demand letters;
f. 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;
g. 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 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 duties:

a. Keep full minutes of all meetings of the members of the board and of the members, in one or more books provided for this purpose;
b. Deliver or submit all notices in accordance with this by-laws or as required by law or rules of the HLURB;
c. 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;
d. Keep a register or membership roll 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.

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 shall 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 VII
ASSOCIATION COMMITTEES


Section 1. Committees. The association, by a vote of the majority of the members thereof, shall organize and create the following committees:

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 power in 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.

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 semi-annually and submit its reports thereon to the board of directors or trustees.

c. 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 one year until their successors have been elected and duly qualified. The Committee shall supervise all election activities of the association

d. 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 the 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.

e. 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.

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 campaign and other fund raising activities.

g. Livelihood Committee. 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.

h. 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.

i. 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 emergency/disaster brigade to meet any natural or man-made calamity.

j. 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. It shall also develop programs and activities to deepen cultural awareness among the members. Finally, it shall form and organize Sports and Recreation Brigade.

Section 2. Special Committees. Other special committees, council, or groups may be created by the board of directors or trustees as the need arises.

ARTICLE VIII
MEETING OF MEMBERS


Section 1. Place of the Meeting. Meeting of the 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 2nd Saturday of January of every two (2) years, 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 General 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) per centum or more of the members in good standing may in writing, petition the board of directors or trustees to call a special meeting of the members.

Section 4. Notice of Members’ Meeting. A 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.

Section 6. Voting. Each of the household shall be entitled to only one vote. Voting by proxy shall be allowed. All questions shall be decided by a vote of majority of those present and voting except as otherwise provided by law, the articles of incorporation and this by-laws.

Section 7. Proxies. Proxies shall be in writing, dated, and signed by the member, notarized, and filed before the scheduled meeting with the Secretary. It shall be valid only for those 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.

Section 9. Minutes. Minutes of all meeting of the members shall be kept and carefully preserved as a record of the matters and business transacted at such meetings. The minutes shall contain such entries as may be required by law.

ARTICLE IX
FINANCIAL TRANSACTIONS


Section 1. Contracts. The Board shall by specific resolution, authorize any officer or officers, or member/s 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 the 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 or account of the association in such bank or banks as the Board may designate.

Section 4. Calendar 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 shall 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 PROVISIONS


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 this by-laws.

Section 2. Amendments. This by-laws or any portion or provision hereof may be amended, repealed or otherwise changed, upon the initiation of the Board 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, provided, however, that notice of such meeting whether regular or special, shall contain a fair statement of the proposed amendments.


Roseville Subd., San Jose City
Sto. Tomas, Nueva Ecija, Philippines
email: info@roseville.mysubd.com