BY-LAWS OF

LA ALDEA del MAR HOMEOWNERS' ASSOCIATION

(LAMHOA)

ARTICLE 1. NAME AND LOCATION OF ASSOCIATION

Section 1. Name And Location Of Association

ARTICLE 2. PURPOSE, POWER AND DUTIES

Section 2. Purpose, Powers, Rights and Duties of the Association
Section 3. Other Powers and Duties of the Association
Section 4. Powers and Rights of the Association
Section 5. Duties of the Association

ARTICLE 3. MEMBERSHIP
Section 6. Eligibility
Section 7. Application for Membership
Section 8. Members
Section 9. Joint Membership
Section 10. Membership Certificates
Section 11. Lost of Certificates
Section 12. Lien.
Section 13. Member in Good Standing
Section 14. Rights and Privileges of Membership
Section 15. Duties of Members
Section 16. Delinquent Member
Section 17. Procedure in Declaring a Member Delinquent
Section 18.Sanctions for a Delinquent Member
Section 19. Reinstatement of a Delinquent Member
Section 20. Membership Roll
Section 21.Transfer of Membership
a. Letting and Subletting of Member's Lots or Houses
b. Death of a Member
c. Option of Association to Assign Membership
d. Procedure Where Association Does Not Exercise Option
e. Transfer Value
Section 22. Conditions for Assignment

ARTICLE 4. FEES AND DUES

Section 23. Membership Fee
Section 24. Association or Maintenance Dues
Section 25. Contributions
Section 26. Special Assessments

ARTICLE 5. MEETING OF MEMBERS

Section 27. Place of Meetings
Section 28. Annual Meetings
Section 29. Special Meetings
Section 30. Notice of Meeting
Section 31. Quorum
Section 32. Adjourned Meetings
Section 33. Voting
Section 34. Proxies
Section 35. Order of Business
Section 37. Minutes

ARTICLE 6. BOARD OF DIRECTORS

Section 38. Number of Directors
Section 39. Qualification of a Member of the Board of Directors
Section 40. Disqualification of Directors
Page 1 of 18
 Section 41. Powers and Duties
Section 42. Nomination
Section 43. Election and Term of Office
Section 44. Vacancies
Section 45. Removal of Directors
Section 46. Hold Over of Positions
Section 47. Compensation
Section 48. Organization Meeting
Section 49. Regular Meetings
Section 50. Special Meetings
Section 51. Waiver of Notice
Section 52. Quorum
Section 53. Proxies
Section 54. Fidelity Bonds
Section 55. Minutes

ARTICLE 7. OFFICERS
Section 56. Designation
Section 57. Qualification of Officers
Section 58. Disqualification of Officers
Section 59. Election of Officers
Section 60. Removal of Officers.
Section 61. Compensation
Section 62. President
Section 63. Vice-President
Section 64. Secretary
Section 65. Treasurer
Section 66. Vice-Secretary
Section 67. Assistant Treasurer
Section 68. Auditor

ARTICLE 8. ASSOCIATION COMMITTEES

Section 69. Committees
Section 70. Special Committees

ARTICLE 9. FISCAL MANAGEMENT

Section 71. Fiscal Year
Section 72. Books and Accounts
Section 73. Auditing.
Section 74. Inspection of Books
Section 75. Execution of Corporate Documents
Section 76. Signing of Cheques
Section 77. Deposit

ARTICLE 10. MISCELLANEOUS PROVISIONS

Section 78. Amendments
Section 79. Corporate Seal
Section 80. Board Rules and Regulations

Page 2 of 18
 ARTICLE 1
NAME AND LOCATION

Section 1. Name and Location of the Association. The name of the Association is
La Aldea del Mar Homeowners' Association. Its principal office is at Babag 2, Lapu-
Lapu City.

ARTICLE 2
PURPOSE, POWERS AND DUTIES

Section 2. Purposes, Powers, Rights and Duties of the Association. The purpose of this
Association is to provide its members with community facilities and 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, if any, on a non-profit basis
consonant with the provisions set forth on its Articles of Association.

Section 3. Other Powers and Duties of the Association. The powers and duties of the
Association are those set forth in this Article, in Section 10 of RA 9904 (Magna Carta
for Homeowners and Homeowners Associations), in Section 49 of the Implementing
Rules and Regulations of RA 9904, and in the articles of incorporation and any recorded
declarations or deed of restrictions encumbering the physical territory of the
Association, if not inconsistent with the provisions of these by-laws.

Section 4. Powers and Rights of the Association. The powers and rights of the
Association include, but are not limited to, the following:

a. To sue and to be sued, with respect to the exercise or non-exercise of its

powers. The Association may institute, settle or appeal actions or hearings in its
name on behalf of all members concerning matters of common interest,
including, but, not limited to the corporate acts and properties of the Association.

The Association may be joined in an action as representative of a class with

reference to litigation and disputes involving the matters for which the
Association could bring a class action.

Nothing herein limits any statutory or equitable right of any individual member
or class of members to bring any action which may otherwise be available.

b. The maintenance, management and operation of its properties.

c. To enter into contracts, agreements and understandings with other entities

with respect to the exercise or non-exercise of its powers.

d. To make and collect assessments and to lease, maintain, repair and replace the
common areas upon turn over or donation of them to the Association.

e. To purchase, acquire, hold, lease, mortgage and convey any proprietary

interest in or affecting the properties of the Association.

f. The Association has the authority, with the joinder of a majority of its
members, to modify, move or create any easement for ingress and egress or for
the purpose of utilities, if the easement constitutes part of or crosses the
subdivision upon turn-over of the open spaces and road lots.

This subsection does not authorize the Association to modify or move any
easement created in whole part for the use or benefit of anyone other than the
members or crossing the property of anyone other than the members, without the
consent or approval of such person as required by law or the instrument creating
easement.

Page 3 of 18
 Nothing in this subsection affects the rights of ingress or egress of any member in
the Association.

Section 5. Duties of the Association. The Association has the following duties:

a. The Association shall maintain financial records in accordance with generally

accepted accounting standards and principles. The records shall be open to
inspection by Association members or their authorized representatives at
reasonable times and written summaries of such records shall be supplied at least
annually to the members of their authorized representatives.

The failure of the Association to permit inspection of its accounting records by

members or their authorized representatives entitles any persons prevailing in an
enforcement action to recover reasonable attorney's fees from the person in
control of the books and records who, directly or indirectly, knowingly denied
access to the books and records for inspection.

The records shall include, but not limited to:

i. A record of all receipts and expenditures of the Association; and

ii. An account for each member, designating the name and current mailing
address of the member, the amount of each assessment, the dates on
which and amounts in which the assessments dome due, the amount paid
on the account and the balance due.

b. The Association shall use its best efforts to obtain and maintain adequate
security to protect the Association and its properties.

ARTICLE 3
MEMBERSHIP
Section 6. Eligibility. Generally, all homeowners shall be considered as members of
the Association.

Section 7. Application for Membership. The application for membership shall be in

accordance with the procedures prescribed by the Board of Directors.

In lieu or in addition of an application for membership, the Board of Directors may

prescribed a Member's Information Sheet for profiling purposes.

Section 8. Members. The members shall consist of persons who have been approved
for membership by the Board of Directors and who have paid their membership,
received his or her Membership Certificate and who have executed all the necessary
forms required by the Association. There shall be no limit to the number of members
admitted to and included in the Association.

All homeowners, lot buyers or owners and long-term lessees and occupants of
lots or houses at La Aldea del Mar Subdivision may 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 owners of the lots or houses.

A lessee of a member under contract with a term of at least one (1) year may
qualify to be a member and shall have the rights of a member upon procurement of a
written consent/authorization from the owner of the lot/housing unit. Until the written
consent or authorization is revoked in writing, the owner of the lot/housing unit is
deemed to have waived the rights of an association member except the right to inspect
association books and records.

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 a member upon complying with the
requirements of membership .

Page 4 of 18
 The right of membership, including the right to vote and to be voted for shall be
exercised by the bonafide member or authorized representative or each homeowner, lot
owner or buyer, or bonafide occupant of a house or lot.

Section 9. Joint Membership. Joint membership shall only be allowed between a

husband and wife as recognized by RA 9904.

Section 10. Membership Certificates. Each Membership Certificate shall state that the
Association is organized under the laws of the Philippines, the name of the registered
holder of the membership represented thereby, the Association lien rights as against
such membership and the preferences and restrictions applicable thereto, and shall be
in such form as shall be approved by the Board of Directors.

Membership Certificates shall be consecutively numbered, bound in one or more

books and shall be issued thereon upon certification as to full payment. Every
Membership Certificate shall be signed by the President or Vice-President and the
Secretary and shall be sealed with the corporate seal of the Association.

Section 11. Lost of Certificates. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates previously issued by the
Association and alleged to have been destroyed or lost, upon the making of an affidavit
of that fact by the person claiming the share certificate to be lost or destroyed. When
authorizing such issuance thereof, the Association shall require the registered owner of
such lost or destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as the Board of Directors shall require and to give the
Association a bond in such sum as the Board of Directors may require as indemnity
against any claim that may be made against the Association.

Section 12. Lien. The Association shall have a lien on the outstanding regular
memberships in order to secure payment of any sums which shall be due or become due
from the holders thereof for any reason whatsoever; including any sums due under any
occupancy agreements.

Section 13. Member in Good Standing (MIGS). A member is in good standing if he or

she complies with all duties and obligations of a member as determined by these by-
laws. A member in good standing shall enjoy the following rights:

a. To avail of and enjoy all basic community services and the use of commong
areas and facilities.

b. To inspect Association books and records during office hours and to be

provided upon written request of annual reports, including financial statements.

c. To participate, vote and be eligible for any elective or appointive office of the
Association subject to the qualification as provided for in these by-laws.

d. To demand and promptly receive deposits required by the Association as soon

as the condition for the deposit has been complied with or the period has expired.

e. To participate in association meetings, elections and referenda, as long as bona

fide membership subsist.

f. And to enjoy all other rights as may be provided in the by-laws .

Section 14. Rights and Privileges of Membership. Every member regardless of

standing shall be entitled to participate in all general meetings and has the right to vote
on the following matters:

a. Amendment of the Articles of Association;

b. Adoption and amendment of by-laws;

Page 5 of 18
 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; and

h. Dissolution of the Association.

Section 15. Duties of Members. Every member of this Association have the following
duties and obligations:

a. To pay his or her 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;

c. To attend all meetings, assemblies and seminars as may be called by the Board
of Directors or Association committees;

d. To obey and comply with these by-laws and such other rules and regulations as
may be promulgated by the Board of Directors and approved by the majority of
the members.

Section 16. Delinquent Member. A member who has failed to pay three (3) cumulative
monthly dues or membership fees, or other charges/assessment despite demands by the
association or has repeatedly violated the associations/or declared policies, may be
declared delinquent by the Board of Directors in accordance with the procedure in the
succeeding section.

Section 17. Procedure in Declaring a Member Delinquent. The Board of Directors or a

committee assigned by it shall observe the following procedure in declaring a member
delinquent or not in good standing:

a. The Board of Directors or the committee shall determine whether a member

failed to pay at least pay three (3) cumulative monthly dues or membership fees,
or other charges/assessment based on the report of the Treasurer or as reflected
in the Association's financial records, or repeatedly or grossly violated the by-
laws or polices of the Associations 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 the receipt of the notice, shy he/she should
not be declared delinquent.

c. After the lapse of fifteen (15) days, with or without a written explanation, the
President or the designated officer shall submit the matter to the Board of
Directors or committee for hearing and deliberation;

d. Thereafter, the member may be declared delinquent by majority vote of all

members of the Board of Directors.

Section 18.Sanctions for a Delinquent Member. The rights and privileges of a member
as provided in Section 14 is suspended upon the declaration of delinquency by the
Board of Directors.
Page 6 of 18
Section 19. Reinstatement of a Delinquent Member. The Board of Directors shall, by
majority vote of all members thereof, reinstated the membership of the delinquent
member, provided that the unpaid dues, fees or charges are paid of the sanctions
imposed are satisfied as attested by the Secretary and Treasurer of the Association.

Section 20. 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 may be required by the Board of Directors.

Section 21.Transfer of Membership. Membership in the Association shall not be

transferrable, except in the following instances:

a. Letting and Subletting of Member's Lots or Houses. Lessees and sublessees

may be allowed to become members, provided the lease is in writing and is for a
period of at least one (1) year. The lessee or sub-lessee shall become the member
in lieu of the homeowner-lessor or sublessor, unless and until revoked in writing
by such homeowner-lessor or sublessor.

b. Death of a Member. If upon the death of a member his or her membership in

the Association passess by will or intestate succession to a spouse or child
(children) who is listed as resident on the most recent recertification and who is
also of legal age, such legatee or distributee may, by assuming in writing the
terms of the Association and all qualifications, rules and regulations of the
Association, within thirty (30) days after the member's death, and after paying all
amounts due thereunder, become a member of the Association.

If a member dies and member obligations are not assumed in accordance with
the foregoing, then the Association shall have an option to assign the
membership from the deceased member's estate in the manner provided in
paragraph (c) of this subsection, written notice of the death being equivalent to
notice of intention to withdraw. If membership passes by will or intestate
distribution to person(s) other than a spouse or child (children), the Association
may elect to assign the membership within thirty (30) days of receiving actual
notice of the member's death. Upon the death of a member who has joint
membership in the Association as allowed in subsection 9 of this Article, the
membership shall automatically transfer to the living spouse.

c. Option of Association to Assign Membership. If the member desires to move

out, he/she shall notify the Association in writing of such intention sixty (60)
days in advance of the desired termination date. The Association shall have an
option for a period of thirty(30) days thereafter, but not an obligation, to assign
the membership, together with all the member's rights as an owner and those
rights with respect to the lot or house, at the amount to be determined by the
Association as representing the transfer value thereof, less any amounts due by
the member to the Association under the membership agreement, less the cost or
estimated cost of all deferred maintenance and such repairs and replacements as
are deemed necessary by the Association to place the property in suitable
condition for another occupant. The assignment by the Association of the
membership will immediately terminate the member's rights.

d. Procedure Where Association Does Not Exercise Option. If the Association

waives its rights to assign membership under the foregoing option, or the
Association fails to exercise such option within the thirty (30) day period, the
member, may assign hid membership to any person who has been duly approved
by the Association as a member and occupant. If the Association agrees, at the
request of the member, to assist, the member in finding as assignee, the
Association shall be entitled to charge the member a fee it deems reasonable for
this service.

Page 7 of 18
 e. Transfer Value. When the transferee has bee approved for membership and
has executed all the forms required by the Association, the retiring member shall
be released of his obligations to the Association provided he/she has paid all
amounts due to the Association to date. The member is responsible for all
carrying charges and other applicable charges for the lot or house until
termination of membership as specified in the foregoing Section has been fully
executed. The assignment or transfer of membership by a retiring member or
beneficiary may only be executed by the Association.

Section 22. Conditions for Assignment. Memberships may be assigned by the

Association of the member only to a person previously approved by the Board of
Directors in accordance with the requirements of these by-laws, rules and regulations of
the Association.

ARTICLE 4
FEES AND DUES

Section 23. Membership Fee. Upon 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 pesos (P500.00) 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, as reviewed and approved by the
HLURB. Membership fees shall be paid in a manner determined by the Board of
Directors.

Section 24. Association or Maintenance Dues. Monthly association or maintenance

dues of four hundred pesos (P400.00) shall be collected from all members of the
Association to defray the administrative cost and operational expenses of the
Association. The maintenance dues may be increased by a majority vote of the Board of
Directors if it was established that the amount could no longer sustain the Association's
increasing expenses.

Section 25. Contributions. The Association may raise funds for its programs and
activities through contributions, donations or other ways of raising and pooling funds.

Section 26. Special Assessments. The Board of Directors 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 of Directors.

ARTICLE 5
MEETINGS OF MEMBERS

Section 27. Place of Meetings. Meetings of the membership shall be held at the
principal office or place of business of the Association or at such other suitable place
convenient to the membership as may be designated by the Board of Directors.

Section 28. Annual Meetings. The first meeting of the Association membership shall
be at least thirty (30) days after the registration to HLURB . Thereafter, the annual
meetings of the Association shall be held every third Saturday of April at a time set by
the Board in each succeeding year. At such meetings, there shall be an election by ballot
of the members of Directors in accordance with the requirements of Section 33 of this
Article. The members may also transact such other business of the Association set forth
in Section 35 of this Article.

Section 29. Special Meetings. It shall be the duty of the President to call a special
meeting of the members as directed by resolution of the Board of Directors or upon
petition signed by twenty (20) percent of the members having been presented to the
Secretary of the Board of Directors. The notice of any special meeting shall state the
Page 8 of 18
time and place of such meeting and the purpose thereof. No business shall be transacted
at a special meeting except as stated in the notice unless by consent of a majority of the
members present, either in person or by proxy.

Section 30. Notice of Meeting. It shall be the duty of the Secretary of the Board of
Directors to mail a notice of each annual or special meeting, stating the purpose thereof
as well as the time and place where it is to be held, to each member or record, at his
address as it appears on the membership book of the Association, at least fourteen (14)
days prior to such meeting and the posting in a conspicuous place in the subdivision of a
notice at least 14 days prior to the meeting. Service through the block representatives
may also be accomplished by the hand delivery of such notice to the member at his
house or unit.

Notice by either such method shall be considered as notice served. The Secretary shall
provide an affidavit that the notices were posted and mailed or hand delivered in
accordance with the provisions of this section to each member at the address last
furnished to the Association. The members shall be given written notice of the time and
place at which the meeting of the board of directors or trustees to consider the budget
will be held. The meeting shall be open to all members.

Section 31. Quorum. The presence of at least 50% plus one member of record of the
Association shall constitute a quorum for the transaction of business at all meetings of
members. If the number of members at the meeting drops below the quorum and the
questions of a lack of quorum is raised, no business may thereafter be transacted.

Decisions shall be made by a majority of members presented at a meeting at

which a quorum is present; provided, however, that any decision to acquire properties
shall only be made not less than two-thirds of all the members and any decision to
convert the use of Association properties following its acquisition by the Association
shall only be made by not less than a majority vote of all the members of the
Association.

Section 32. Adjourned Meetings. If any meeting of members cannot be convened

because a quorum has not attended, the members who are present, either in person or
by proxy, may adjourn the meeting to a time not less than fourteen (14) days at which
subsequent meeting the quorum requirement shall be twenty (20) percent of all the
members.

Section 33. Voting. At every meeting of the regular members, one member per lot,
either in person or by proxy, shall have the right to cast one vote on each question and
never more than one vote. The vote of the majority of those present, in person or by
proxy, shall decide any questions brought before such meeting, unless the question is
one upon which , by express provision of statute or of the Articles of Association, or of
these by-laws, a different is required, in which case such express provision shall govern
and control.

No member shall be eligible to vote or to be elected to the Board of Directors who

is shown on the books of the Association to be more than thirty (30) days delinquent in
payments due the Association or for any other violations under his her membership
agreement.

Section 34. Proxies. Any member in good standing, as specified in Section 13 of this
Article, shall have the right to appoint as his or her proxy as designated person at any
annual or special meeting. Proxies shall specifically relate to those issues and items of
business for which the proxy is appointed with the business office of the Association
least three (3) days but not more than seven (7) days prior to the annual or special
meeting in question. Proxies are to be signed by the members and witnesses. Original
copies of each proxy must be filed with the Secretary of the Board of Directors before the
appointed time of each meeting. Any proxy given shall be effective only for the specific
meeting for which originally given and any lawfully adjourned meetings hereof. In no
event shall any proxy be valid for a period longer than three (3) years after the date of

Page 9 of 18
the first meeting for which it was given, unless earlier revoked by the member. Every
proxy shall be revocable at any time at the pleasure of the member executing it.

Section 35. Order of Business. The order of business at all annual meetings of the
members shall be as follows:
a. Roll call of all Association members

b. Reading of minutes of preceding meetings

c. Reports of Association employees

d. Reports of Officers of the Association

e. Reports of various Committees of the Association

f. Election of Election Committee members for the next succeeding election

g. Election of Directors

h. Unfinished Business

i. New business

j. Adjournment

In case of special meeting, items (a) and (b) shall be applicable and thereafter the
agenda shall consist of the items specified in the notice of meeting.

Section 36. Annual Statement. A true and full statement of the affairs and estates of
the Association shall be submitted at the annual meeting for consideration by the
members.

Section 37. Minutes. Minutes of all meeting of the members shall be kept and carefully
preserved as record of the matters and business transacted at such meetings. The
minutes shall contain entries as may be required by law.

ARTICLE 6
BOARD OF DIRECTORS

Section 38. Number of Directors. The board of directors or trustees of this association
shall be composed of nine (9) elected members all of whom shall be members of the
Association.

Section 39. Qualification of a Member of the Board of Directors. A director of this

Association of this Association must possess the following qualifications:
a. Must be of legal age;
b. Must be a member in good standing;
c. Must be an actual resident of the subdivision at least six(6) months as certified
by the Association Secretary or, in the Secretary's Absence, by a member having
personal knowledge thereof and;
d. Has not been convicted by final judgment of an offense involving moral
turpitude.

The legitimate spouse of a member in good standing may be a candidate for

directorship in lieu of such member.

Section 40. Disqualification of Directors. A Director of the Association may be

disqualified for the following grounds:

a. Those found guilty of having committed fraud, falsification, defalcation, or any

other act inimical to the interests of the association;
Page 10 of 18
 b. Former officers and directors of the association who have not turned over the
books, monies and records of the association during their term in the interest of
enforcing faithful discharged of duties, transparency and accountability;

c. Those who refused to comply with the lawful orders of HLURB.

Section 41. Powers and Duties. The Board of Directors shall have all powers and duties
necessary for the administration of the affairs of the Association, shall conduct all of its
business and control all its properties, and may do all such acts and things as re not by
law, the Articles of Association, or these by-laws directed to be exercised and done by
the members. The powers of the Board of Directors shall include but not limited to the
following:

a. To accept or reject all applications for membership and admission to

membership, either directly or through an authorized representative.

b. To establish carrying charges as provided for in the membership agreement,

based on an operating budget formally adopted by the Board of Directors.
Carrying charges shall be payable monthly of the first of the month as further
provided by resolution of the Board of Directors. Carrying charges shall be
assessed in amounts not less than are required to provide funds in advance for
payments of all of the anticipated current operating expenses and for all of the
unpaid operating expenses previously incurred.

c. To engage an agent or employees for management of the properties of the

Association under such terms as the Board may determine.

d. To terminate membership or occupancy rights for cause.

e. To promulgate such rules and regulations pertaining to use and occupancy of

the open spaces and common areas as may be deemed proper and which are
consistent with these by-laws and the Articles of Association.

f. To own the record interest in the properties of the association and be

responsible for the operations thereof.

g. To authorize the purchase, sale , transfer, financing, refinancing, mortgaging

or encumbering of the Association properties.

Section 42. 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
member, may, by written petition, nominate candidates to the Directorship and post
their name in the bulletin board of the association.

Section 43. Election and Term of Office. The term of the Directors named in the
Articles of Association shall expire when their successors have been elected at the first
annual meeting or any special meeting called for that purpose. At the first annual
meeting of the members, the term of office of five (5) Directors shall be fixed for two(2)
years and the term of office of the four (4) Directors shall be fixed at one (1) year. At the
expiration of the initial terms of office of such respective Directors, their successors shall
be elected to serve a term of two (2) years each. The Directors shall hold office until their
successors have been elected and held their first meeting.

Section 44. Vacancies. Vacancies in the Board of Directors caused by any reason other
than removal of a Director by a vote of the membership shall be filled by a vote of the
majority of the remaining Directors, even though they may constitute less than a
quorum; and each person so elected shall be a Director until a successor is elected by the
members at the next annual meeting to serve out the unexpired portion of the term.

Section 45. Removal of Directors. At any annual or special meeting duly called, any
Director may be removed with or without cause by the affirmative vote of the majority of
Page 11 of 18
the entire membership of record and a successor may then be elected to fill the vacancy
thus created . A special meeting of the Association membership to recall a member or
members of the board of directors may be called by 10 percent (10%) of the members
giving notice of the meeting as required for a meeting of members and the notice shall
state the purpose of the meeting.

Any Director whose removal has been proposed by the members shall be given an
opportunity to heard at the meeting. The term of any Director who becomes more than
thirty (30) days delinquent in payment of his or her dues shall be automatically
suspended with no voting rights and after sixty (60) days shall be automatically
terminated if the arrearage has not been rectified and the remaining Directors shall
appoint his or her successor as provided in Section 27 of this Article.

Any director absent without being excused by the President for three (3)
consecutive regular, annual and/or special meetings will automatically be terminated
and the remaining Directors will appoint his or her successor except when represented
by a proxy as provided in Section 53 of this Article.

Section 46. Hold Over of Positions. Until the successor of the incumbent board of
directors shall have been elected or qualified, the incumbent shall hold over their
positions; provided, no incumbent shall hold over his position for more than two (2)
years from the commencement of the hold-over of position nor more oftener than once.

Section 47. Compensation. No compensation shall be paid to Directors or Committees

for their services as Directors or Members.

Section 48. Organization Meeting. The first meeting of a newly elected Board of
Directors shall be held within ten (10) days of election at such place that shall be fixed
by the Directors at the meeting at which such Directors were elected and no additional
notice shall be necessary to the newly elected Directors in order to legally constitute
such meeting, providing a majority of the whole Board shall be present.

Section 49. Regular Meetings. Regular meetings of the Board of Directors shall be
held on the dates scheduled as set forth in a resolution adopted by the Board. Meetings
of the board of directors shall be open t all members of the Association and notices of
meetings shall be posted in conspicuous place of the subdivision at least 48 hours in
advance, except in an emergency. A notice of any meeting in which assessments against
members are to be considered for any reason shall specifically contain a statement that
assessments will be considered and of the nature of those assessments.

Section 50. Special Meetings. Special meetings of the Board of Directors may be called
by the President on three(3) days notice of each Director, given personally or by mail,
telephone or cellular phone text , which notice shall state the time, place and purpose of
the meeting. Special meetings of the Board of Directors shall be called by the President
or Secretary in like manner and on like notice on the written request of at least three
(3) Directors

Section 51. Waiver of Notice. Before or at any meeting of the Board of Directors, any
Director may, in writing, waive notice of such meeting and such waiver shall be deemed
equivalent to the giving of such notice. Attendance by a Director at any meeting of the
Board shall be a waiver of notice by him of the time and place thereof. If all the
Directors are present at any meeting of the Board, no notice shall be required and any
business may be transacted at such meeting.

Section 52. Quorum. At all meetings of the Board of Directors, a majority of the
Directors shall constitute a quorum for the transaction of business and the acts of the
majority of the Directors present at a meeting at which a quorum is present shall be the
acts of the Board of Directors. If, at any meeting of the Board of Directors, there be less
than a quorum present, the majority of those present may adjourn the meeting from
time to time. At the any such adjourned meeting, any business which might have been
transacted at the meeting as originally called may be transacted without further notice.

Page 12 of 18
Section 53. Proxies. At any meetings of the Board of Directors and in any voting
thereon, Directors may be represented by proxy; provided , that the proxy chosen is a
member in good standing of the Association; and provided further, that this right can
only be exercised no more than twice a year.

Section 54. Fidelity Bonds. The Board of Directors shall require that all officers and
employees of the Association handling or responsible for corporate or trust funds shall
furnish adequate fidelity bonds. The premiums on such bonds shall be paid by the
Association.

Section 55. Minutes. Minutes of all meetings of the Board of Directors shall be kept
and carefully preserved by the Secretary 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 7
OFFICERS

Section 56. Designation. The principal officers of the Association shall be a President,
a Vice-President, a Secretary, a Treasurer and an Auditor, all of whom shall be elected
by and from the Board of Directors. The Directors may appoint an Assistant Treasurer,
and such other officers as their judgment may be necessary; provided, they are members
in good standing of the Association.

Section 57. Qualification of Officers. The qualifications of Officers shall be the same as
those qualifications of the Directors, provided, that long-term lessees and tenants are
not qualified to be elected or appointed President, Vice President, Treasurer or
Assistant Treasurer of the Association.

Section 58. Disqualification of Officers. An officer of the Association may be

disqualified on similar grounds of disqualifications of Directors in Section 40 of Article
above.

Section 59. Election of Officers. The officers of the Association shall be elected
annually by the Board of Directors at the organization meeting of each new Board and
shall hold office at the pleasure of the Board.

Section 60. Removal of Officers. Upon an affirmative vote of a majority of the

members of the Board of Directors, any officer may be removed, with cause and his or
her successor elected at any regular meeting of the Board of Directors, or at any special
meeting of the Board called for such purpose.

Section 61. Compensation. The Officers of the association who are not members of the
Board of Directors may receive such honoraria as may be determined by the Board of
Directors.

Section 62. President. The President shall be elected by the board of directors or
trustees from their own number. He/she 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 generals 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 and annual report of the operations of the
association to the members at the annual meeting, and to the board of directors

Page 13 of 18
 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;

g. Exercise the power to create additional committees as maybe necessary

Section 63. Vice-President. The Vice-President shall be elected by the board of

directors or trustees from their own number. He/she 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 incapacity of the latter for any cause, and he/she shall also
perform such other duties as the board of directors or trustees may from time to time
assign to him by the Board of Directors.

Section 64. 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:

a. Keep full minutes of all meetings of the members of the board and of the
members, in one 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 65. Treasurer. The Treasurer shall have responsibility for corporate funds and
securities and shall verify the keeping of full and accurate accounts of all receipts and
disbursements in books belonging to the Association. The Treasurer shall verify that all
corporate funds and other valuable effects are properly deposited in the name and to the
credit of the Association in such depositories as may form from time to time be
designated by the Board of Directors. He or she 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 purposes/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

Page 14 of 18
 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; and

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 66. Vice-Secretary. The Vice-Secretary shall assist the Secretary and perform
the duties of the Secretary in his or her absence.

Section 67. Assistant Treasurer. The Assistant Treasurer shall assist the Treasurer and
perform the duties of the Treasurer in his or her absence.

Section 68. 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 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 8
ASSOCIATION COMMITTEES

Section 69. Committees. The Association, by a vote of the majority of the members
thereof, or in the non-performance of such vote, by the vote of the majority of the Board
of Directors, shall organize and create the following Committees out of the general
membership of the Association:

a. Grievance and Adjudication Committee. The three (3) 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.

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
have three (3) members and 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.

Page 15 of 18
 c. Committee on Election. The Committee on Election shall be composed of five
(5) members, to be elected by the members in the annual meeting who shall
serve for a term of 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 o f planning, coordination and actually operating the
facilities and services of the association. It shall be organized into groups or
councils of three (3) members each, 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.

e. Membership and Education Committee. The membership and education

committee, composed of five (5) members, 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, consisting of three (3) members, 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, consisting of fifteen

(15) members, 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. Composed of seven (7) full
time members, it shall form and organize all the able-bodied members of the
Association 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. Consisting of seven (7) members, 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.

A member of the Association may be a member of no more than five (5)

Committees provided that no member of the Board of Directors may also be
elected or appointed to any of these Committees during his or her incumbency.

Section 70. Special Committees. Other special committees, council, or groups may be
created by the board of directors or trustees as the need arises.

ARTICLE 9
FISCAL MANAGEMENT

Page 16 of 18
Section 71. Fiscal Year. The fiscal year of the Association shall begin on the first day of
January every year and end on the last day of December, except that the fiscal year of
the Association shall begin at the date of incorporation. The commencement date of the
fiscal year herein shall be subject to change by the Board of Directors should corporate
practice subsequently dictate but not without the prior written approval of the HLURB.

Section 72. Books and Accounts. Books and accounts of the Association shall be kept
under the direction of the Treasurer and in accordance with the generally accepted
accounting principles. That amount of the carrying charges required for payment on the
principal of the mortgage of the Association or any other capital expenditures shall be
credited upon the books of the Association to the "paid-in-surplus" account as a capital
contribution by the members.

Section 73. Auditing. At the close of each fiscal year, the books and records of the
Association shall be audited by a Certified Public Accountant (CPA) whose report will be
prepared and certified as required by the Board of Directors. Based on such reports, the
Association will furnish its members with an annual financial statement ( Balance Sheet
and Income Statement ) of the Association. The Association will also supply the
members, as soon as practicable after the end of each calendar year, with a statement
showing each member's pro rata share of the real estate taxes and other expenses paid
by the Association during the preceding calendar year.

Section 74. Inspection of Books. Financial reports and the membership records of the
Association shall be available at the principal office of the Association for inspections at
reasonable times by any members.

Section 75. Execution of Corporate Documents. With the prior authorization of the
Board of Directors, all contracts and notes, including membership agreements shall be
executed on behalf of the Association by either the President or the Vice President in the
former's absence.

Section 76. Signing of Cheques, Draughts and Other Financial Instruments. All
cheques, drafts or other orders for payment of money and all noted, bonds or other
evidence of indebtedness issued in the name of the Association, shall be signed and
executed on behalf of the Association by either by the President or the Vice President in
the former's absence and countersigned by either the Secretary or Treasurer or by the
Vice Secretary or Assistant Treasurer in the former's absences.

Section 77. 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 of Directors may designate.

` ARTICLE 10
MISCELLANEOUS PROVISIONS

Section 78. Amendments. These by-laws may be amended by the affirmative vote of
the majority of the members or records attending a constituted annual or special
meeting of the Association. Amendments may be proposed by the Board of Directors or
by a petition signed by at least twenty percent (20% ) of the membership of the
Association. A description of any proposed amendments (s) shall accompany a notice of
any annual or special meeting at which such proposed amendment is to be voted upon.

Section 79. Corporate Seal. The Board of Directors shall provide a suitable seal
containing the name of the Association, which seal shall be in charge of the Secretary as
specified in Section 41 of this Article.

Section 80. Board Rules and Regulations. The Board of Directors shall have the
power to promulgate such additional rules and regulations consistent with the law, the
Articles of Association, or these by-laws.

Page 17 of 18
 THE FOREGOING BY-LAWS WERE ADOPTED AND APPROVED by all
incorporators on ________________ at ____________________.

IN WITNESS WHEREOF, we have hereunto set our hands this ____ days of
_____ in the year of our Lord 20____, at _________.

LORENA C. VELOS MAR CRIS M. SAGUN

STACEY L. MUNCADA ALFREDO M. BARING

KARLA L.B. ANCAJAS

ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES)
LAPU-LAPU CITY/ PROVINCE OF CEBU) S.S.

BEFORE ME, a Notary Public for and in _______ this _______ day of
_______, 20___, personally appeared:

NAME CTC/I.D. NO. DATE ISSUED PLACE ISSUED

LORENA C. VELOS

MAR CRIS M. SAGUN

STACEY L. MUNCADA

ALFREDO M. BARING

KARLA L. B. ANCAJAS

known to me and to me known to be the same persons who executed the foregoing
instrument and acknowledged to me that the same is their free and voluntary act and
deed as well as the free and voluntary act and deed of the association they represent.

This instrument consisting of _________ pages including this page whereon

the acknowledgment clause is written, signed by the authorized signatories together
with their instrumental witnesses on each and every page hereof, sealed with my
notarial seal, refers to the by-laws of the LA ALDEA DEL MAR HOMEOWNERS'
ASSOCATION.

WITNESS MY HAND SEAL on the day, year and place first above-written.

NOTARY PUBLIC

Doc. No. _______;

Page No. _______;
Book No._______;
Series of 2019
Page 18 of 18