February 19, 2019
2019 ASKIMBA DRAFT BY-LAWS
BY-LAWS

ARTICLE I
MEETINGS

Section 1. Annual Meetings - The annual meetings of the members shall be held at the principal office of the association or any other feasible venue as may be decided by the ASKI MBA Board of Trustees on the 14th of March of each year. The President shall render his/her annual report to the members regarding the activities of the association. The election of trustees shall also be held during this annual meeting.

Section 2. Special Meetings - Special Meetings of the members shall be called as the need thereof arises, by the Board of Trustees or the President or upon petition of 1/3 of the general membership.

Section 3. Notices - Notices of the time and place of annual and special meetings of the members shall be sent by the Corporate Secretary by means of any formal communication, at least twenty eight (28) days before the date set for such meeting. The notice of every special meeting shall state briefly the purpose or purposes of meeting.

Section 4. Quorum - A quorum for any meeting of the members shall consist of a majority of the members and a majority of such quorum may decide any question at the meeting, except those matters where the Corporation Code requires the affirmative vote of a greater proportion.

Section 5. Order of Business - The order of business at the annual meeting of the members shall be as follows:

a. Proof of services of the required notice of the meeting.
b. Proof of the presence of a quorum.
c. Reading and approval of the minutes of the previous meeting.
d. Unfinished business
e. Report of the President.
f. Election of the Trustees for the ensuring year.
g. Other matters.

Section 6. Voting Proxy - Members shall be entitled to one vote, and they may vote whether in person or by proxy which shall be in writing and filed with the Secretary of the association before the scheduled meeting.


ARTICLE II
TRUSTEES

Section 1. Board of Trustees - The corporate powers of the association shall be exercised, its business conducted, and its property controlled by the board of trustees.

Executive Committee and Other Committees - The Board may create an Executive Committee, composed of not less than three (3) members of the board, to be appointed by the board, and other special committees it may deem necessary and advantageous in running the affairs of the association.

Section 2. Composition of the Board of Trustees - The Board of Trustees of the ASKI Mutual Benefit Association Inc. shall consist of nine (9) members, including two (2) Independent Trustees.

Section 3. Qualifications of Trustees - The trustees (Non-independent) to be elected must be of legal age, recognized active beneficiary member of the ASKI Mutual Benefit Association Inc. or any of its affiliates, has consistently performed very satisfactorily for at least, the last three (3) years of his/her membership and has on-going businesses funded by loan from Alalay sa Kaunlaran (ASKI) Inc. or any of its affiliates and is willing to perform the functions of a trustee without any remuneration.

An officer or employee of ASKI MBA or any of its affiliates may also be elected as a member of the Board of Trustees provided that, he/she has served ASKI MBA or any of its affiliates as an officer or an employee for at least three (3) years, and is willing to perform functions of a trustee without any remuneration.

An Independent Trustee to be elected / appointed shall be at least a college graduate, have been engaged or exposed to the business of ASKI MBA for at least 5 years, and possess proven integrity, probity and independence.

Section 4. Disqualifications of Trustees, Officers and Independent Trustee - No member convicted by final judgment of an offense punishable by imprisonment for a period exceeding six (6) years, or a violation of the Corporation Code of the Philippines committed within five (5) years prior to the date of his/her election or appointment, shall qualify as a Trustee or Officer. In addition, a member whose membership has been terminated due to various reasons, and/or has resigned for membership with the Alalay sa Kaunlaran (ASKI) Inc. or any of its affiliates, shall also be disqualified from being a Trustee, Officer or Independent Trustee.

A member shall also be disqualified being a Trustee or Officer if he/she has conflict of interest or is engaged in any business or activity similar to or in competition with the businesses or services offered by ASKI MBA or any of its affiliates, and if he/she has pending administrative, civil, or criminal case.

Section 5. Term of Office of the Trustees and Independent Director - Majority number of trustees (50% +1) will hold office for three (3) years, the minority number will hold office for two (2) years or until their successors are duly elected and qualified.

The non-independent trustees are eligible for re-election only after two (2) years has elapsed while an independent trustee may be re-elected for another three (3) years. An Independent Trustee will serve for a maximum cumulative term of six (6) years. An independent trustee who served the maximum period shall be disqualified from re-election as such. However, if ASKI MBA desires to continue his/her services, ASKI MBA shall submit to the Commissioner a formal written justification and shall acquire the majority of the general membership's approval during its Annual General Assembly.

Section 6. Vacancy - Any vacancy occurring in the board of trustees other than by removal by the members or by expiration of the term, may be filled by the vote of at least the majority of the trustees, if still constituting a quorum; otherwise, said vacancies must be filled by the members in a regular or special meeting called for that purpose. A trustee so elected to fill a vacancy shall only hold office only for the unexpired term of his/her predecessor in office.

Section 7. Compensation - The trustees shall not receive any compensation or remuneration, except reasonable per diem.


ARTICLE III
OFFICERS

Section 1. Officers - The officers of the association shall be a President, a Vice President, a Secretary, and a Treasurer. They shall be elected by the Board of Trustees from among themselves. The Board may combine compatible offices in a single person.

Section 2. Term of Office of Officers - All officers of the association shall hold office for two (2) years and until their successors are duly elected and qualified.


ARTICLE IV
FUNCTIONS & POWERS OF OFFICERS

Section 1. President - The President shall be the Chairman of the Board. He/She shall preside in all meetings of the members of the association and the board of trustees.

He shall execute all resolutions of the Board of Trustees. He/She shall be charged with directing and overseeing the activities of the association. He/She shall submit to the Board as soon as possible after the close of each fiscal year, and to the members of each annual meeting, a complete report of the activities and operations of the association for the fiscal year after his/her term.

Section 2. Vice President - The Vice-President, if qualified, shall exercise all powers and perform all duties of the President during the absence or incapacity of the latter and shall perform duties that may be assigned by the ASKI MBA Board of Trustees.

Section 3. Secretary - The Secretary shall give all notices required by these by-laws and keep the minutes of all the meetings of the members and of the Board of Trustees in a book kept for the purpose. He/She shall keep the seal of the association and affix such seal to any paper or instrument requiring the same. He/She shall have custody of the members register and the correspondence files of the association. He/She shall also perform all such other duties and work as the ASKI MBA Board of Trustees may from time to time assign to him.

Section 4. Treasurer - The Treasurer shall have charge of the funds, receipts and disbursements of the association. He/She shall keep all moneys and other valuables of the association in such banks as the ASKI MBA Board of Trustees may designate. He/She shall keep and have charge of the book of accounts. He/She shall also perform such other duties and functions as may be assigned to him/her from time to time by the ASKI MBA Board of Trustees. He/She shall post a bond in such amount as may be fixed by the ASKI MBA Board of Trustees.


ARTICLE V
MEMBERS

Section 1. Qualification for Membership - The board shall determine the qualifications of an applicant for membership.

Section 2. Rights of Members - A member shall have the following rights:

a. To exercise the right to vote on all matters related to the affairs of the association;
b. To be eligible to any elective or appointive offices/positions of the association;
c. To participate in all deliberations/meetings of the association;
d. To avail of all the facilities of the association;
e. To examine all the records and/or books of the association during business hours.

Section 3. Duties and responsibilities of the Members - A member shall have the following duties and responsibilities:

a. To obey and comply with the by-laws, rules and regulations that may be promulgated by the association from time to time;
b. To attend all meetings that may be called by the ASKI MBA Board of Trustees;
c. To pay membership dues and other assessments of the association.
d. To participate in the governance and to protect the fund of the association.
e. To continuously give suggestions and comments on how to better run the association.

Section 4. Issuance of Certificate of Membership - ASKI Mutual Benefit Association (ASKI MBA) Inc. shall issue Certificate of Membership to members specifying the benefits to which such members are entitled. Such certificates; together with the Articles of Incorporation of ASKI Mutual Benefit Association Inc. and its by-laws and all existing laws, as may be pertinent; shall constitute the agreement, as of the date of its issuance between the ASKI Mutual Benefit Association Inc. and the member.

ASKI Mutual Benefit Association Inc. Certificate of Membership shall continue during the life of the member unless otherwise terminated by death, total and permanent disability, resignation or expulsion from ASKI MBA.


ARTICLE VI
SUSPENSION, EXPULSION AND TERMINATION OF MEMBERSHIP

Suspension, expulsion and termination of membership, shall be in accordance with the rules and regulations of the association.

Any member of the association may file charges against a member by filing a written complaint with the Secretary of the association. The Board of Trustees shall call a special meeting to consider the charges. An affirmative vote of majority of all the trustees shall be necessary to suspend a member; provided that when the penalty is expulsion, an affirmative vote of all the members of the ASKI MBA Board of Trustees, shall be necessary.


ARTICLE VII
FUNDS

Section 1. Funds - The funds of the association shall be derived from membership fees, weekly contributions, periodic dues collected from members and income from interest on savings and investments.

a. Members shall be charged a THIRTY PESOS (Php 30.00) contribution per week for the payment of death or total and permanent disability of a member or any member's legal spouse, or any of the member's biological and/or legally adopted children, ONE day old but not more than 21 years old and single; or biological children over 21 years old, single but disabled and incapacitated to work in accordance with the attached Table of ASKI Mutual Benefit Association Inc. Life Insurance Benefits.

b. ASKI Mutual Benefit Association Inc. shall deduct not more than 20% of the weekly contribution from its members as General Administrative Funds. The balance shall be used for paying mutual benefits in accordance with the attached Table of ASKI Mutual Benefit Association Inc. Life Insurance Benefits.

c. The contribution may be adjusted by the Board of Trustees as may be necessary to maintain the funds of the Association at a level adequate to meet its benefit obligations or commitments under the plan.

d. Every outstanding membership certificate must have, after three full years of being continuously in force, an equity value equivalent to at least fifty (50%) per centum of the total membership dues collected thereon. After three (3) full years of continuous membership in the Association, a member shall be entitled to an equity value equivalent to at least fifty per centum (50%) of the total membership dues collected from his/her less claims paid and is payable upon termination of his/her membership from ASKI Mutual Benefit Association Inc.

e. The ASKI Mutual Benefit Association Inc. Board of Trustees shall set up each year sufficient reserves for the payment of claims and other obligations in accordance with actuarial procedures approved by the Insurance Commission. If the reserves become impaired, the Board of Trustees shall require all members' equitable proportion of such delinquency as ascertained by the Board of Trustees. If the payment is not made, it shall stand as indebtedness against the members and draw interest not exceeding five per centum (5%) per annum compounded annually.

Section 2. Disbursements - Withdrawal from the funds of the association, whether by check or any other instrument, shall be signed by at least two (2) persons designated by unanimous vote of the ASKI MBA Board of Trustees.

Section 3. Fiscal Year - The fiscal year of the association shall be from January 1st to December 31st of each year.

Section 4. Dissolution - In the event of dissolution, the net assets shall be distributed to ASKI Foundation Inc., with principal address at No. 105 Maharlika Highway, Cabanatuan City, Nueva Ecija, to be use in such manner to best accomplish the general purpose for which this association was organized, or by 2/3 vote of all the members to another corporation of similar or related purpose.


ARTICLE VIII
CORPORATE SEAL

Section 1. Form - The corporate seal of the association shall be in such form and design as may be determined by the ASKI MBA Board of Trustees.


ARTICLE IX
AMENDMENT OF THE BY-LAWS

Section 1. Amendments - These by-laws, or any provision thereof, may be amended, repealed, or new by-laws may be adopted by a majority vote of the members and a majority vote of the Trustees at any regular or special meeting duly held for the purpose, provided, that notices of proposed amendments shall be distributed to the members at least ten (10) days before the meeting.
BY-LAW DRAFT 2019
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