Propose Amendments to the By-Laws

April 26, 2018

Dear KMBA Board and members,

Here are some of the proposed amendment of the Amended By-laws for board approval & ratification on 12th Annual General Meeting, May 31, 2018

 Article I Section 3. Notices – Notices of the time and place of annual and special meetings of the members shall be given either personally or by special delivery mail or by posting the notice in the website at least 28 days before the date set for such meeting.  

                Section 5. Order of Business – The order of business at the annual meeting of the members are as follows:

                f. Report of the Treasurer

               g. Election of the Trustees for the ensuing year

               h. Other matters

Article II Section 1. Board of Trustees; Composition and Election – The Board of Trustees of KASAGANA-KA Mutual Benefit Association, Inc. shall consist of six (6) member-representatives from its various areas of coverage, two (2) independent members and one (1) duly-elected representative of the employees of the Kasagana-Ka Synergizing Organizations (KSO). The member-representatives to the Board are elected from among and by the Area Coordinators, who are themselves elected by KMBA members from among the Center Chiefs covered by the Kasagana-Ka Cooperative Satellite Offices.

 Independent Trustees Section added to conform to the qualifications, disqualifications and elections of Independent Trustees provided in the Governance Manual (This is an additional Section; no current Section on Independent Trustees)

               Section 4. Term of Office of Trustees  – Of the six (6) trustees first elected following the adoption of this by-laws; elected by the active members, the first three (3) trustees elected with the highest number     of votes will serve for a period of three (3) years and the last three (3) will serve for two (2) years.  Elections thereafter shall only be for the positions of trustees vacated.   

 A Trustee may serve for two three-year terms only, after which s/he shall be perpetually barred from serving as member of the Board of Trustees of KMBA.  

Term of independent Trustees to conform to Governance Manual

               Section 5. Vacancies - If a vacancy occurring in the Board, by reason of death, incapacity, removal, or resignation of any of its members, will result in the Board not being able to meet quorum requirements during its meetings, said vacancy may be filled up through a special election.  Said election shall be bound by the same set of procedures provided in the Association’s election guidelines.  The elected Trustee in such case shall serve only for the unexpired term of her predecessor.  If the vacancy will not compromise the Board’s ability to achieve quorum or perform its functions, the Association shall wait for the next regular elections for Board members to fill it up.

 (This is an additional Section; no current Section on Meetings; Notices)

               Section 6. Meetings; Notices – Regular Board meetings shall be held monthly at the Association’s principal place of business.  Apart from the regular meetings, the President or a majority of the Trustees may, at any time, call special board meetings to consider and discuss urgent matters.  

 Notices of regular and special meetings of the BoT, including other relevant papers and/or documents, shall be posted in KMBA’s website and sent to all Board members at least five (5) days before such meetings.  Calls/resolution for special Board meetings shall be forwarded initially to the BoT Secretary, taking into account the five-day rule on notices for meetings.

(This is an additional Section; no current Section on Quorum)

               Section 7. Quorum – A quorum for any Board meeting shall be at least two-thirds (2/3) of its members.  Where there is no quorum, the Board may still decide to go on with the meeting and discuss items set in the agenda; Provided, that no voting and/or action on the identified decision points shall be taken during said meeting; Provided further, that the Board President, Secretary, and the Association’s General Manager shall ensure that key points from the ensuing discussion related to such decision points or proposed resolutions are properly documented and sent to all Board members as part of the minutes of meeting, and that final decision or voting by the Board on the proposals will be included in the agenda of the Body’s next meeting.  

 Article III Section 1. Officers – The officers of the Association shall be a President, a Vice President, a Secretary and a Treasurer.  With the exception of the independent members, the Board shall elect the said officers from among themselves: Provided, the KSO representative shall serve as ex-officio Board Secretary. (This is an addition, given the proposed addition of Vice-President.)

                  Section 2. Vice President – The Vice President shall exercise all powers and perform all the duties of the President during the absence or incapacity of the latter.  She shall also perform such duties as may be assigned to her from time to time by the Board.  

 Article VII Section 1. Funds.  a. Members shall be charged FIFTEEN PESOS (Php15.00) 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, two weeks old but not more than 21 years old and single; 

 Article VIII Section 1. Amendments – These by-laws, or any provision thereof, may be amended, repealed, or new by-Laws adopted by a vote of at least two-thirds (2/3) of the Trustees as fixed in the Articles of Incorporation at any regular or at a special meeting duly called for the purpose.  Any such amendments made by the Board must be submitted to the General Assembly in the immediately succeeding annual regular meeting for ratification.