Montemar x
Amended By Laws

AMENDED BY-LAWS OF MONTEMAR BEACH CLUB, INC.


Article I
Name

Section 1.
The name of the corporation shall be Montemar Beach Club, Inc. [hereinafter referred to as the “Club”].

Article II
Membership

Section 1.

The Propriety Membership in the Club shall consist of natural and juridical persons who are holders of membership shares in the Club. All proprietary members, whether active or inactive, shall be entitled to vote at all regular and special membership meetings and they shall be entitled to as many votes as there are memberships shares. (As Amended on 13 December 2010)

The Proprietary members of the Club shall be classified into individual and corporate members. Corporate members shall be entitled to nominate two (2) representatives for each membership, PROVIDED that, such corporate member shall only be entitled to one (1) vote per membership share, PROVIDED, finally, that the individual nominees of such corporate members shall be allowed to enjoy the benefits and privileges of the Club only upon the approval of their application by the Board of Directors. (As Amended on 13 December 2010)

Proprietary individual members or proprietary corporate members may elect to activate their membership. The term “active membership” shall mean only those memberships which have been approved by the Directors or the Membership Committee, in the manner provided for herein below, and where all the membership dues and other obligations to the Club are being paid and updated. Only those proprietary members who activated their membership shall be allowed to enjoy the benefits, privileges and facilities of the Club. Any proprietary individual member or proprietary corporate member who has activated his membership may subsequently apply for inactive status once only for a period not exceeding two (2) years. (As Amended on 13 December 2010)

An active proprietary individual member may be allowed to assign the benefits, privileges and use of facilities of the Club subject to the rules and regulations that the Board of Directors shall promulgate and provided that he causes his assignee to pay all amounts due on the membership. Notwithstanding such assignment, it is the active proprietary member, and not the assignee, who retains the right to vote at all special and regular membership meetings. (As Amended on 13 December 2010)

An active proprietary corporate member shall be entitled to nominate a maximum of two (2) corporate representatives, who shall be allowed to enjoy the benefits and privileges of the Club only upon the approval of their application by the Board of Directors. The active proprietary corporate member shall ensure that its corporate representatives shall pay all amounts due on the membership. (As Amended on 13 December 2010)

Section 2.

The non-proprietary member in the Club consists of all original lot owners of the Montemar Villas who have availed of the membership privilege. (As Amended on 13 December 2010)

All prospective non-proprietary members shall enjoy all the privileges of proprietary members upon approval of their application for membership and only upon the payment of all membership dues and as long as said non-proprietary member is updated in the payment of all monthly and membership dues, including special assessments, as provided for in the By-laws. However, all non-proprietary members shall have no voting rights and shall automatically cease to become members upon the sale or other disposition of the lot in the Montemar Villas. (As Amended on 13 December 2010)

Section 3. (As Amended on 13 December 2010)

The Board of Directors may create such other categories of non-proprietary members as it may deem appropriate. (As Amended on 13 December 2010)

Section 4. (As Amended on 13 December 2010)

Activation of proprietary membership shall be upon the approval by the Board of Directors, based on the recommendations of the Membership Committee designated by the Board for this purpose. Prospective members shall submit their application form with all the other requirements as may be imposed by the Board of Directors. Membership applications in excess of the allowed number of members under this By-laws may be accepted and such applications shall be included in the waiting list which shall be subject for approval only in case of vacancy in the membership roll. (As Amended on 13 December 2010)

All applications for activation of proprietary membership shall be accompanied by the favorable recommendation of at least two (2) active proprietary members. All application forms shall be posted within the premises of the Club or at such other conspicuous place to be designated by the Board of Directors for a period of at least one (1) month prior to the admission. (As Amended on 13 December 2010)

Section 5.

The privileges of the Club enjoyed by all active proprietary members shall be extended to such member’s immediate family subject to such rules and regulations as the Board of Directors may prescribe from time to time. (As Amended on 13 December 2010)

For purposes of this section, immediate family members, who shall be treated as dependents of members, shall consist of the spouse of such member and all unmarried children below 25 years of age. For unmarried children from ages 25 to 30, they shall be allowed to continue to enjoy the status of a dependent but they shall be charged monthly dues in such amounts as may be imposed by the Board of Directors from time to time. (As Amended on 13 December 2010)

Section 6.

Any proprietary individual or corporate member may apply for inactive status, as provided in Article II, Section 1 hereof, by serving written notice thereof to the Secretary. In the event that the inactive proprietary member elects to sell or transfer his membership certificate to any person, such member shall inform the Board of his/her intention to do so. The transferee shall become entitled to the rights, privileges and benefits and use the facilities of the Club only after the Board of Directors shall have approved the application for active membership of such transferee in accordance with these By-laws. (As Amended on 13 December 2010)

Notwithstanding the notice of inactive status, the proprietary member shall be obligated to fully and completely settle his outstanding obligations to the Club due up to the time of the Club’s actual receipt of said notice of inactive status. (As Amended on 13 December 2010)

Upon the death of a proprietary member, the share of such member in the Club shall be disposed in the manner provided for by law or upon the lawful order of the court charged with the disposition of the estate of such deceased member. (As Amended on 13 December 2010)

All transfers of proprietary membership certificates, whether voluntary or involuntary, shall be assessed a transfer fee in an amount to be determined by the Board of Directors. (As Amended on 13 December 2010)

Section 7.

The Secretary shall keep a complete list of all proprietary and non-proprietary members of the Club, together with their addresses furnished by the members. In case of any change in address, the said member shall inform the Secretary in writing of such new address. Otherwise, all notices and other correspondence sent by the Club shall be deemed to have been received by such member if sent to his/her last known address. (As Amended on 13 December 2010)

Article III
Guests and Visitors

Section 1.

The privileges of the Club may be extended to guests and visitors of proprietary members subject to such rules and regulations as may be imposed by the Board of Directors. (As Amended on 13 December 2010)

Article IV
Membership Meeting

Section 1.

The annual meeting of all proprietary members shall be held at Makati City or at such other place as may be designated by the Board of Directors every last Friday of May of every year. In such annual meetings, all proprietary members shall elect the Board of Directors which shall be composed of nine (9) members to serve for a period of one (1) year or until their successors shall have been duly elected and qualified. Proprietary members shall be entitled to vote as many votes as there are membership shares in the said annual meeting. (As Amended on 13 December 2010)

Section 2.

Special meetings of the proprietary members shall be held in Makati City or at such other place as may be designated by the Board of Directors. Special meetings may be called [1] by the President, [2] upon the affirmative vote of at least two-thirds of the Board of Directors or [3] upon the written request of holders of at least 10% of the proprietary members. No matter shall be taken up in such special meetings unless specified in the call. All proprietary members shall be entitled to vote as many votes as there are membership shares in any special meeting. (As Amended on 13 December 2010)

Section 3.

In all membership meetings, a majority of the proprietary members, as certified by the Secretary, shall constitute a quorum except in cases where the law specifically provides for a greater proportion.

All proxies must be in writing, signed by the proprietary members and submitted to the Secretary before any regular or special meeting. (As Amended on 13 December 2010)

Section 4.

All notices of the time and place of membership meetings shall be sent to all proprietary members at least five (5) days before any regular meeting or at least two (2) days before any special meeting. The notice of all meetings shall be deemed sufficient if [1] sent by registered mail to the last known address of the said holder as certified by the Secretary, [2] sent by messenger or [3] by facsimile transmission. Notice of meetings shall include a brief statement of the purpose of such meetings. (As Amended on 13 December 2010)

Section 5.

At all annual meetings, the order of business, unless otherwise ordered by the resolution of the proprietary members, if constituting a quorum, shall be:

[a] proof of call

[b] proof or quorum

[c] reading and approval of last minutes of the member’s meeting

[d] report of officers and committees

[e] general business

[f] election of directors

[g] other matters (As Amended on 13 December 2010)

Article V
The Board of Directors (As Amended on 13 December 2010)

Section 1.

The Board of Directors shall exercise all corporate powers of the Club, manage its operations and control its properties. The Board of Directors shall be composed of nine (9) members to be elected from among the proprietary members and the incumbent corporate representatives of the proprietary corporate members. In case of any vacancy in the Board for reasons other than by expiration of the term or by removal, the said vacancy shall be filled by the remaining members of the Board, if still constituting a quorum, in the next regular or special meeting called for that purpose. Such Director shall serve only for the unexpired portion of the term or until his/her successor shall have been duly elected and qualified. (As Amended on 13 December 2010)

Section 2.

The Board of Directors shall conduct their regular meetings at least once a month, at such time and place as may be designated by the Chairman or by a majority of the Board of Directors. The notice of such regular meetings shall be sent at least three (3) days before such regular meeting. (As Amended on 13 December 2010)

Special meetings of the Board shall be held at such time and place as may be determined by the President. Notices of special meetings shall be sent at least one (1) day before such meeting.

Section 3.

A majority of the Board of Directors shall constitute a quorum at any meeting for the transaction of any business that may properly come before it. Directors shall not be entitled to any compensation or remuneration for services rendered except reasonable per diem for attendance at meetings in an amount to be determined by a majority of the Board. (As Amended on 13 December 2010)

Section 4.

The Board of Directors may delegate any of its powers to designated committees whose members shall be duly appointed by the Board of Directors. Any action taken by such committees shall be effective only upon the ratification by a majority of the Directors. (As Amended on 13 December 2010)

Article VI
Corporate Officers

Section 1.

Immediately after the election of the Board of Directors, but in any event not more than (1) month after, the latter shall hold its organizational meeting to elect the officers of the Club which shall consist of a Chairman, President, Vice-President, who shall be Directors of the Club, a Secretary, Treasurer, Assistant Secretary and Assistant Treasurer, who may or may not be Directors. The Board of Directors may likewise appoint a General Manager and an Executive Assistant Manager, whose duties and responsibilities shall be determined by the President and approved by the Directors. All officers shall hold office for a period of one (1) year from date of elections or until their successors shall have been duly elected and qualified or unless removed by the Directors for whatever cause. Any vacancy in the office shall be filled by the Directors during any regular or special meeting called for that purpose. All officers shall receive no remuneration or compensation unless provided for by the Directors. (As Amended on 13 December 2010)

The Board of Directors may from time to time appoint such other officers as it may deem necessary. (As Amended on 13 December 2010)

Section 2.

The Chairman shall be the presiding officer at all regular and special meetings of the Board of Directors, as well as in all regular and special meetings of the members. In the absence of the Chairman, the President shall be the presiding officer. (As Amended on 13 December 2010)

Section 3.

The President shall be the chief executive officer of the Club and as such, shall be empowered to enforce all orders, resolutions, rules and regulations imposed or prescribed by the Directors. The President shall, at every annual meeting of the members, present a report on the entire operations of the Club for the preceding year. (As Amended on 13 December 2010)

Section 4.

The Vice-President shall exercise the powers and discharge the duties of the President in the absence, disqualification or incapacity of the incumbent. The Vice-President shall likewise discharge the duties and responsibilities as may be assigned to him/her by the President or by the Board from time to time.

Section 5.

The Secretary or in his absence, incapacity or disqualification, the Assistant Secretary, shall prepare and send all notices for meetings of the Directors and the members. The office of the Secretary shall likewise be the sole repository of all corporate documents, correspondence, membership certificates, and other relevant documents, including the minutes of all meetings of the Board and the members. The Secretary shall likewise perform all duties and responsibilities as may be assigned by the President or by the Directors from time to time, as well as all other activities incumbent upon the office of the Secretary. (As Amended on 13 December 2010)

Section 6.

The Treasurer, or in his absence, incapacity or disqualification, the Assistant Treasurer, shall be charged with keeping all financial books and records of the Club. As may be determined by the Board, the Treasurer and Assistant Treasurer shall collect and disburse all funds of the Club and prepare all correspondence incident to such powers. The Treasurer or the Assistant Treasurer shall submit to the Directors monthly or whenever required by the Directors, and annually to the members, audited financial statements of the Club. He shall likewise keep a complete inventory of all properties, real and personal, of the Club. All financial books and records shall, at all times, be subject to inspection by the Directors and the members. (As Amended on 13 December 2010)

Section 7.

It shall be understood that the Club shall be bound only by corporate acts entered into and performed by the duly elected officers of the Club, or any other person specifically authorized by the Directors. (As Amended on 13 December 2010)

Article VII
Committees

Section 1.

The President, with the approval of the Directors, may constitute the Management and Oversight Committee, Clubhouse, Finance, Membership, Sports, Operations, and House Rules Committees, or such other committees as may be determined by the President or by the Directors as necessary to the conduct of the operations of the Club. All committees shall perform such functions and responsibilities as may be determined by the President and approved by the Directors. The President and the Secretary shall be ex-oficio members of all committees. (As Amended on 13 December 2010)

Article VIII
Membership Certificates

Section 1.

Upon submission of the documentary requirements of the Club evidencing the acquisition or purchase of the proprietary membership share, such proprietary member shall be entitled to the issuance of a membership certificate or certificates corresponding to the number of acquired or purchased memberships PROVIDED, that all fees, dues and other related expenses whether imposed by the Directors or by law, shall have been paid by such member. Likewise, all active proprietary members shall be liable to pay the monthly dues without need of demand on or before the 5th day of every month. (As Amended on 13 December 2010)

In no case shall proprietary membership certificate be issued in excess of Eight Thousand (8,000) memberships. (As Amended on 13 December 2010)

The Board of Directors shall be authorized, in appropriate cases, to impose such additional or special assessments as may be required by the exigencies of the Club. In cases where such additional or special assessments are imposed, all members, proprietary and non-proprietary, whether active or inactive, shall be liable to pay such additional or special assessments, in proportion to the number of approved memberships held by such member. (As Amended on 13 December 2010)

Section 2.

The membership certificates shall be in such form as the Directors shall adopt and its ownership shall represent only the rights mentioned or stated therein and in this By-laws. Membership certificates shall be kept uniform at all times with respect to the rights represented therein. (As Amended on 13 December 2010)

Section 3.

No transfer of a membership or any portion thereof shall be valid and binding with respect to the Club unless the said transfer has been duly registered in the books of the Club after the payment of all transfer fees, taxes, and other related expenses pursuant to such transfer, and of all the outstanding dues, fees, assessments and accounts due on the said membership; PROVIDED, that no assignment of such membership shall ipso facto include the right to enjoy the privileges of the Club unless the assignee or transferee thereof has been duly admitted as a member pursuant to the provisions of this By-laws. (As Amended on 13 December 2010)

A new membership certificate may be issued in the name of the transferee upon the submission of the membership certificate thus transferred duly endorsed by the transferor, which certificate shall be cancelled in the books of the Corporation. In the event that the old membership certificate could not be surrendered, the cancellation thereof may be reflected in the books by an appropriate statement to that effect over the signature of the member concerned or his duly appointed agent, executor or administrator.

Section 4.

Lost certificates may be replaced upon a proper showing of the circumstances of such loss and in accordance with such terms and conditions as may be prescribed by the Directors and by law. (As Amended on 13 December 2010)

Article IX


Auction (As Amended on 13 December 2010)

Section 1.

Active proprietary members may opt to pay their dues and other accounts annually or monthly. Annual payments shall be due on or before the 25th of February of each year while monthly payments shall be due on or before the 5th day of each month. If no annual payment is received by the Club by the 25th of February, it is assumed that the active proprietary member opts to pay on a monthly basis. (As Amended on 13 December 2010)

The Club will send a final notice and demand to active proprietary members who have not paid their dues and accounts for a period of thirty (30) days counted from the date the account should have been paid. Such final notice and demand shall give the active proprietary member a final period of thirty (30) days to pay their dues and accounts. After the lapse of thirty (30) days from the time a final notice and demand is sent to, and no payment is made by the active proprietary member, the Board of Directors may, by resolution, declare his/its account as delinquent and order that a lien in favor of the Club be constituted on any share(s) owned and registered in the name of the delinquent active proprietary member and that his/its share(s) be sold by auction to satisfy the claims of the Club. Upon a declaration of delinquency, all the rights, privileges and benefits in the Club of such active proprietary member are suspended until the claims of the Club are fully settled. Further, the name of the delinquent active proprietary member shall be posted on the bulletin board of the Club’s office and Clubhouse. (As Amended on 13 December 2010)

Section 2.

The Club shall have a first and superior lien on each membership certificate issued for the purpose of settling all unpaid obligations of such member whose name appears in such membership certificate.

The time and place of the auction shall be indicated in the Board of Directors resolution which auction shall be held at least thirty (30) but no later than sixty (60) days from the date of the resolution. The Corporate Secretary will issue a notice inviting sealed bids which should be submitted by all interested bidders, including the Club, to the Office of the Treasurer at least five (5) days prior to the date of the auction. The notice of auction shall clearly state the date, time and place of the auction. (As Amended on 13 December 2010)

Notice of the auction shall be given to all proprietary members by registered mail to their respective last known postal address and posted at the bulletin board of the Club’s office and Clubhouse. (As Amended on 13 December 2010)

The delinquent active proprietary member may stop the auction of his/its share only upon full payment of all the claims of the Club prior to the date of the auction, including interests that may be due. If such delinquent member’s account remains unpaid on the day of the auction, all interested bidders, including the Club, may, on the date fixed by the Directors, submit sealed bids to the Club’s Treasurer. (As Amended on 13 December 2010)

Individuals and corporations who are or have been previously declared as delinquent active proprietary members are prohibited from participating in the public auction or having the shares purchased at the public auction registered in their names. (As Amended on 13 December 2010)

Section 3. (As Amended on 13 December 2010)

During the auction, all sealed bids shall be opened by the Club’s Treasurer in the presence of at least two (2) Directors who shall award the delinquent share to the highest bidder. The winning bidder shall thereupon be notified by the Secretary and shall be required to tender payment, including transfer and processing fees and applicable taxes, within two (2) days from such notice. (As Amended on 13 December 2010)

The proceeds of the sale of such membership certificate shall be applied first to the outstanding obligations of such delinquent active proprietary member to the Club. The amount in excess of that necessary to cover the indebtedness of the delinquent member shall be delivered to the delinquent proprietary member. However, in the event that the proceeds are insufficient to cover the indebtedness, nothing herein contained shall be construed as a waiver on the part of the Club to recover such deficiency in any appropriate proceeding. (As Amended on 13 December 2010)

The delinquent share purchased at the auction shall be transferred to its purchaser in the books of the Club and a certificate for such stock shall be issued in favor of the purchaser. Should the delinquent member fail to surrender his/its proprietary membership certificate for cancellation, the cancellation shall be automatically implemented and recorded by the Corporate Secretary in the books of the Club. The cancellation shall render the withheld membership certificate null and void and of no force and effect and the Corporate Secretary shall be deemed authorized to issue a new membership certificate in favor of the purchaser at the public auction. (As Amended on 13 December 2010)

No TRO or injunction shall be entertained to enjoin the auction unless accompanied by an acceptable bond in the amount of not less the double the value of the amount owed by the delinquent proprietary member. (As Amended on 13 December 2010)

Section 4. (As Amended on 13 December 2010)

Delinquent active proprietary members shall not be allowed to vote in stockholders’ meeting. Any delinquent active proprietary member whose share has been subject of a consummated auction sale who acquires/purchases another share or shares from the market shall be disqualified from the registration of the share or shares in his/its name unless all the liabilities with the Club, inclusive of the expenses of the auction proceedings are settled. (As Amended on 13 December 2010)

Section 5. (As Amended on 13 December 2010)

The Board of Directors is authorized to come up with implementing rules for the conduct of the auction for the delinquent active proprietary shares. (As Amended on 13 December 2010)

Article X
Miscellaneous Provisions

Section 1.

For violation of this By-laws or any of the rules and regulations issued by the Directors or for any other act which in the opinion of the Directors is detrimental to the Club or any of its members, any offending member may be suspended or expelled by a vote of two-thirds (2/3) of the Board of Directors. (As Amended on 13 December 2010)

Section 2.

Any action taken by the Directors against an offending member may be appealed by such member during any regular or special meeting of the proprietary members. The decision of a majority of the proprietary members shall be final and conclusive. A decision of expulsion from the Club shall be a total disqualification from membership in the Club. (As Amended on 13 December 2010)

Section 3.

The Directors shall annually appoint, with compensation, an Auditor, who shall audit books of the Club, prepare the annual balance sheet and profit and loss statement, and perform such other functions as the Directors may prescribe. (As Amended on 13 December 2010)

Section 4.

The seal of the Corporation shall be that adopted by the Board of Directors. (As Amended on 13 December 2010)

Section 5.

The fiscal year of the Club shall begin on the first day of January and shall close on the last day if December of every year.

Section 6.

The provisions of these By-laws may be amended or repealed only upon the recommendation and approval of the Board of Directors, in any regular or special Board meeting called for that purpose. Whenever an amendment is effected or a new set of By-laws is adopted, the amended or new By-laws shall be attached to the original By-laws in the principal office of the Club and a copy thereof, duly certified by a majority of the Directors and countersigned by the Secretary, shall be filed with the Securities and Exchange Commission for approval. Such delegation to the Board of the power to amend or repeal shall be considered as revoked whenever a majority of the proprietary members shall so vote at a regular or special meeting of the members. (As Amended on 13 December 2010)

Section 7.

In cases where the provisions of this By-laws or the Corporation Code authorizes the conduct of a meeting of members or Directors, any notice to said meeting may be waived upon submission of written waivers to that effect by all members and directors entitled to vote. (As Amended on 13 December 2010)