BY-LAWS OF VALLE VERDE COUNTRY CLUB, INC.
The name of the Club shall be “VALLE VERDE COUNTRY CLUB, INC.”
Membership – The membership in the Club shall be confined to proprietary members who may either be regular or corporate.
Regular proprietary members are those natural and juridical persons in whose names Regular Proprietary Membership Fee Certificates have been duly issued. A regular proprietary member may designate in writing only one person for each certificate he or it owns, to be his or its representative who after election as representative pursuant to Section 4 hereof, shall be entitled to all the privileges but not to hold office.
Corporate proprietary member which shall not exceed three hundred (300) are those juridical persons in which names Corporate Proprietary Membership Fee Certificates have been duly issued. A corporate proprietary member shall be entitled to designate in writing, three (3) persons for every certificate it owns, to be its representatives who after election as representatives pursuant to Section 4 hereof, shall be entitled to all privileges but not to hold office.
Natural or juridical persons may own such number of membership certificate he/it may desire to acquire.
The membership fees to be collected from the members of the Club shall be fixed exclusively by the Board of Directors and the Board shall determine the purpose or purposes to which the fees collected shall be devoted.
The foregoing is without prejudice to the authority herein vested to the Board of Directors to admit non-proprietary members, such as, but not limited to, playing members, under such terms and conditions and subject to such rules and regulations as the Board may prescribe.
Auction – The procedure for auctioning in case of resignation, or expulsion is as follows: The Membership and Auction Committee shall notify all non-delinquent members and those in the waiting list, if any, and shall post a notice in the Club bulletin board for at least 20 days stating in the notice the date, hour and place of the auction sale. On the date and hour fixed, the Committee shall proceed with the auction by viva voce bidding and sell the Certificate to the highest bidder. The Club reserves the right of first option to BUY, REPURCHASE OR REDEEM at any time any Proprietary Membership Fee Certificate that has been auctioned provided the Club reimburses the highest bidder the full amount he/it paid for his/its bids. The successful bidder will be considered for election to membership by the Board of Directors after a 30-day posting. The proceeds of the sale shall be paid to the resigning or expelled member after deducting his obligation to the Club and after election of the successful bidder.
Election of Members and Representatives – The power of electing the regular or corporate proprietary members of the Club, or admitting applicants for membership of any kind, or of admitting or electing representatives of members alluded to in Section 2 hereof, is vested in the Board of Directors which may adopt such rules and regulations relating thereto with the limitation that affirmative votes of five (5) members will be required to elect a member and four (4) negative votes shall be sufficient to bar him; Provided, that in case of five affirmative and four negative, the negative votes shall prevail.
Nomination and Posting – Every applicants for any kind of Club Membership shall be nominated by a Proprietary Member and seconded by another Proprietary Member provided neither the proposer nor the seconder is a director or member of the Membership Committee. After due nomination and interviewing of applicant by the Membership Committee, his name shall be posted in the Club bulletin board for a period of at least thirty (30) days; Provided that this requisite maybe waived by the Board of Directors upon written recommendation and approval of 2/3 votes of its members. Thereafter, the application shall be submitted to the Board with the recommendation of the Membership Committee. Every applicant for Proprietary Membership, prior to his election as member, may be required to appear before the Board on the date fixed by the Membership Committee.
All Proprietary Members shall have a pro-rata participation in the assets of the Club. Only members who are natural person may be Club Officers. A certificate may be voted on the proxy given by the individual who owns it, but if it is owned by a juridical person, it shall be voted personally by the officers duly authorized by such entity and the Club to do so, provided that each member shall have one vote for every Proprietary Membership Fee Certificate issued in his name. A proprietary member or a representative shall pay monthly dues as fixed by the Board of Directors from time to time.
The immediate members of the family of Proprietary Members in good standing are entitled to all the privileges of the Club subject to such limitations, rules and regulations as the Board of Directors may prescribe. Immediate members of the family, as used herein shall include the spouse, unmarried male children below 21 and unmarried female children.
(a) Resignation or Death of Proprietary Member – A Proprietary Member desiring to resign must deliver to the Membership & Auction Committee his Proprietary Membership Fee Certificate together with his letter of resignation. The Board shall direct that the Certificate be sold at auction by the Membership and Auction Committee in accordance with the provisions of Sec. 3 hereof. After the sale, the name of the successful bidder shall be posted for at least 30 days prior to submitting his name for election by the Board. The membership of the former owner ends upon the bidder’s election to membership.
In the event of death of a Proprietary Member, his Membership Fee Certificate may, with the approval of the Board of Directors, be acquired by any of the exclusive heirs of the deceased (who must be above 21 years of age; or if below 21 years old, must have been assisted by a legal guardian duly appointed by the Court for the purpose) as designated or agreed upon by said heirs, Provided that if said heirs fail to so designate or agree within three months as to who shall succeed to the Proprietary Membership Fee Certificate of the deceased the rights of the certificate shall be auctioned in the same manner as a resigning member, Provided further that pending such designation the deceased’s membership certificate is not entitled to a vote, Provided lastly, that the members of his family alluded to in Par. 7 hereof may still enjoy the privileges guaranteed by said section so long as said family members are all above 21 and below 26 (if male, or 35 if female) years of age, or if minor, assisted by a judicial guardian.
(b) Transfer of Certificate by Proprietary Member – The transfer, sale or cessation or assignment of Membership Fee Certificates shall be valid and recognized by the Club, upon completion of all the following requisites: (1) The owner or transferee thereof shall deliver to the Membership Committee his Certificate duly endorsed to the assignee or transferee, (2) The transferee’s name will then be posted for at least 30 days; (3) after the posting and making certain that the member has paid in full all his accounts with the Club, the Membership and Auction Committee shall submit the transfer to the Board for the election of the transferee. The transfer, sale, cession or assignment shall become valid and effective, and the membership of the transferee begins and that of the transferor terminates, only on the date the same is approved and the transferee is elected by the Board. A new certificate shall be issued in the name of the new owner on the basis of the old certificate, duly endorsed by the transferor, provided that lost certificate shall not be transferred unless the fact of such loss shall have been first established under the procedure provided in Sec. 32 hereof, after which the membership fee certificate, even if subsequently presented, shall be deemed cancelled and void, and a new certificate may be issued to the transferor, or to the transferee upon the latter’s election.
The Secretary shall keep a record of the addresses and telephone numbers of all members, and any member who change his address or telephone number must report his/its address and number to the Secretary.
(a) The privileges of the Club may be granted to guests upon invitation of a member in good standing who shall be responsible for their good behavior and the cost of the services rendered to them by the Club, and refusal to assume responsibility may subject the member to such action as the Board of Directors shall deem proper.
(b) A Guest is a non-member who, upon invitation of a member in good standing, is extended the privileges of the Club; Provided, that the Board may adopt regulations restricting invitation of guests, the use of the Club’s facilities by guests, and the fees to be paid by them, if any.
(c) The President & Chairman of the Board or, in his absence, the Vice President or the General Manager, may extend the privileges of the Club to distinguished visitors and to duly accredited foreign diplomatic or consular officials who are in the Philippines for a brief visit, or to members of similar foreign clubs with letter of introduction from their clubs and who are here for a short visit. They shall be allowed to buy script booklets to pay for bar and restaurant services.
Club Register – The member inviting a guest must register the name of his guest and sign his (member’s) name in the Register Book at the main entrance of the Clubhouse.
Social gatherings, tournaments, etc. – Social gatherings, parties, entertainments, etc. in the Club will not be allowed unless they are sponsored and the account is guaranteed by a proprietary member. The sponsor guarantees the good behavior of the guests. No convention or meeting of a political nature shall be allowed in the Club premises. Unofficial tournament may be sponsored by a member, as approved by the Sports Committee Chairman.
ANNUAL MEETING OF PROPRIETARY MEMBERS
The annual meeting of Proprietary members shall be held at the Clubhouse not later than the last Sunday of February of every year. The President shall submit his report, which shall contain a list of all members of the Club.
Special meetings shall be held at the Clubhouse when called by the President or by the Board of Directors or upon written request of not less TWENTY PERCENT (20%) of the number of the Proprietary Members in good standing. Only matters specified in the call will be taken up at a special meeting.
Save in those cases where the law provides otherwise, the presence of Proprietary Members representing a majority of the outstanding proprietary membership certificates whether in person or represented by proxy, shall constitute a quorum. Proxies must be in writing, signed by the member, and filed with the Secretary at least one (1) hour before the scheduled start of the meeting as contained in the notice.
(a) Notice of Meeting and Transmittal of Letters or Communications – Members must be given notice by mail or personal delivery of the time and place of a regular or special meeting at least thirty (30) days before the date of meeting. Notice, as well as transmittal of letters and communications shall be deemed sufficient if directed to the name and sent to the member’s address or to the last address furnished to the Secretary, and said notice shall be deposited in the post office with postage prepaid. Notice of a special meeting shall include a brief statement of the matters to be taken.
(b) Candidates for Directors – Between thirty and sixty days prior to the annual meeting, the President, with the approval of the Board of Directors, shall appoint a Nominating Committee of five Proprietary members, three of whom are not directors. At least thirty (30) days before the Annual Meeting, the Nominating Committee shall prepare, sign and post a list of not less than thirty (30) candidates for directors for the ensuing year. Any twenty-five (25) proprietary members acting jointly may nominate not more than three additional candidates at least forty-five (45) days before the Annual Meeting. Incumbent Directors are automatic candidates unless they decline.
(c) Election of Directors – Thirty (30) days prior to a meeting at which directors are to be elected, the Secretary shall mail to each member entitled to vote a ballot containing the name, in alphabetical order, of all the qualified candidates nominated for election as directors. At the meeting, each member may cast a secret ballot by depositing his ballot in the ballot box between 10:00 a.m. and 5:30 p.m. Cumulative voting shall be allowed. A ballot shall be signed by the member or his duly appointed proxy in such manner that his signature may be detached after verification of the right to vote but before the ballot is opened by the election Board of Tellers. The nine (9) candidates with highest number of votes shall be declared elected. The Board of Directors shall adopt the rules of procedure for balloting to implement the provisions here, and shall appoint the Board of Tellers composed of three members.
At all meetings, the order of business, unless otherwise ordered by resolution of the members present, shall be: (1) Proof of call, (2) Proof of quorum, (3) Reading of Minutes of Last Meeting, (4) Report of the President and Committee, (5) General Business, (6) Election of Directors, and (7) Adjournment.
BOARD OF DIRECTORS
Composition of Board – The corporate powers of the Club shall be exercised, its operations managed and its properties controlled by a Board of nine (9) Directors who must be proprietary members. The Directors shall be elected at the annual meeting of proprietary members and shall hold office for one year and until their successors are elected and have qualified. A vacancy in the Board may be filled by a proprietary member elected by the remaining directors constituting a quorum, or, elected in election conducted at a special meeting of proprietary members called for the purpose. By a majority vote, the Board of Directors has the sole discretion to fix or amend the dues and fees, including the value of Membership Fee Certificates.
Organization of Board – As soon as possible after an annual election, the nine (9) elected directors shall meet and organize the Board by electing a President and Chairman of the Board, a Vice President, a Secretary and a Treasurer from among themselves. The Board of Directors may create the positions of Assistant Secretary, Assistant Treasurer or other position and fix their salaries. The Assistant Secretary shall prepare for the signature of the Secretary all notices of the Board and members’ meetings; shall be responsible for all records pertaining to the Board and members’ meetings and prepare the minutes of all meetings and Board correspondences; shall keep an up-to-date index of Board and members’ resolutions, and perform such other functions required by the Board or the Secretary. The Assistant Treasurer shall keep and conduct correspondences relating to the Office of the Treasurer, shall post bond as the Board may require, shall perform the functions assigned to him by the Treasurer, and keep such books as the Treasurer may direct.
(a) Club Officers – The Officers of the Club are: the President & Chairman of the Board; the Vice President; the Secretary; and the Treasurer. All officers and committee members may be removed as such from office by the Board, and until removed or otherwise disqualified, they shall hold office until their successors are duly elected and have qualified. Vacancies among officers and committee shall be filled by the Board. Officers shall have the powers specified in these By-Laws and such other powers as the Board may grant. Unless authorized by a vote of the majority of all the members, no officer or committee member shall be paid any salary, fee or emolument.
(b) General Manager – The Board shall contract the services of a General Manager for the Club with such salary, benefits, and terms as it may determine. If the Manager is a member, he may remain a member with such conditions and exemptions as the Board may determine and it shall apply while he is Manager. The Manager shall be responsible for the efficient management of the entire club; shall be the chief of the administrative personnel; shall be present in Board and members’ meetings; shall, without delay, inform the President of all matters requiring Board action; shall sign Club correspondence on administrative matters; carry out orders and instructions of committees and other officers which have been approved by the President; shall enforce the rules and regulations of the Club and the Board; shall authorize necessary overtime work; and shall perform such additional duties as the Board may require.
(a) Board Meeting – The regular meetings of the Board shall be held at such time and place as the Board may determine or as may be fixed in a call for meeting. Special meetings may be called by the President or any two Directors provided all directors are notified in writing at least two days before the meeting. Notice of any meeting may be waived by consent of all directors and such fact shall be incorporated in the minutes.
(b) Quorum and Actuation – The Board of Directors shall act only as a body and no power is vested in individual directors as such. A majority of the Board shall constitute a quorum for the transactions of business and every decision of a majority of the quorum duly assembled as a Board shall be a validcorporate act.
Absent Directors – A director who, without valid cause: (a) will be, or whoremains, abroad for three consecutive months, or (b) is absent from three consecutive regular meetings of the Board, may be removed as director at the discretion of the two-third vote of all the Proprietary Members.
Special Committees – The Board may appoint such Special Committees as it mayconsider necessary for the proper conduct of the affairs of the Club and prescribe their powers and duties.
The President & Chairman of the Board shall preside at meetings of the Board and Proprietary Members; he shall be the Chief of the Club, and, as such otherwise provided by the Board, he shall enforce all Board orders and resolutions and Club rules; shall present to the members of the annual meeting a report on the operations of the Club during the preceding year.
The Vice President shall exercise the powers and discharge the duties of the President in the absence, incapacity or disqualification of the latter.
The Secretary who shall be a citizen and resident of the Philippines shall certify as to quorum at meetings; shall prepare and sign notices of meetings of all members and the Board; shall approved and sign all correspondences pertaining to the Office of the Secretary; shall supervise the submission of minutes of all meetings; shall supervise the safekeeping of records pertaining to said meetings; and shall be acting President in the absence of the President and Vice President.
The Treasurer shall have general charge of the books and accounts of the Club. He shall collect and, with the authority of the Board of Directors, shall disburse Club funds and conduct correspondences relating thereto. He shall review financial programs before presenting them to the Board. He may require the submission by the Club Accountant of audited statements of Club accounts, and, as Treasurer, he shall submit to the Club at the end of the year an audited statement of his accounts and of the assets and liabilities of the Club. Under his supervision, the Club Accountant shall keep a book containing an inventory of all properties belonging to the Club. The Assistant Treasurer, if there is one, shall work under the direction of the Treasurer. The Treasurer and Assistant Treasurer, if any, shall post a bond in such sum and with such surety as the Board may fix and determine.
Checks for disbursements of Club shall, unless otherwise directed by the Board,be signed by any one (1) of the following four (4) officers:
1. President & Chairman of the Board
2. Vice President
4. Secretary of the Board
(a) The Standing Committees shall be the following; House Committee,Membership & Auction Committee, Legal Committee, Finance Committee and Sports and Games Committee.
(b) With the approval of the Board, the president shall appoint the Chairman and members of committees: Provided, that a standing committee shall be chaired by an incumbent director and only Proprietary Members shall be appointed members, provided further, that there shall be no less than three nor more than five members in a committee, including the Chairman. The President shall be ex-officio member of all committees.
(a) The House Committee, with the approval of the Board, shall promulgate rules governing the use of the Clubhouse, buildings and all its club facilities; shall regulate, with the approval of the Board, the prices of commodities and services within its jurisdiction; shall have direct charge and superintendence of the Clubhouse buildings and Club facilities, shall approved bills payable by the Club, make necessary purchase, enforce order and obedience to the By-Laws and other regulations referring to the use of the Clubhouse, buildings and Club facilities by members, and at any time may suspend the credit of any member.
(b) The Membership & Auction Committee shall process applications for membership; interview applicants to determine if they are qualified; ascertain that the requirements prior to membership are complied with; submit to the Board its recommendations on applicants for membership; take charge of auction sales of Certificates, establishing the auctioning procedures; investigate complaints against members, and perform other functions authorized by the Board.
(c) The Legal Committee shall handle matters of legal nature affecting the Club or the Board; study and advise the Board on legal question; prepare and sign correspondences on matters referred to it by the Board; determine what legal action to take against third parties or members; submit for Board approval bills for fees of Club lawyers, and exercise other functions authorized by the Board.
(d) The Finance Committee shall review the Club’s financial policies, establish pertinent financial plans whether short and long range, such as budget guides, expansion of facilities, fund raising means, etc., review periodically financial operations, and other functions authorized by the Board.
PROPRIETARY MEMBERSHIP FEE CERTIFICATE
(a) Proprietary Membership Fee Certificates, whether regular or corporate, shall be issued for such sum as the Board of Directors may fix. The Board of Directors may authorize the sale by the Club of still unissued Certificates payable either in cash, or property, or part cash and the balance in secured promissory notes. Unless otherwise resolved by the Board, there shall not be more than ONE THOUSAND FIVE HUNDRED (1,500) outstanding Membership Fee Certificates.
(b) The Membership Fee Certificates shall be in the form of which the Board of Directors shall approve. Each Certificate will represent a pro-rata equity in the assets of the corporation and the rights represented in each and every certificate shall be identical in all respect and shall be stated therein.
In case of a lost Certificate, the registered owner shall apply to the Club for the issuance of a duplicate Certificate and the Membership & Auction Committee, after publication once a week for four consecutive weeks in a newspaper of general circulation, and compliance with other requirements prescribed by the Board, shall authorized the issuance of a duplicate Certificate which shall cancel the lost one. An entry shall be made in the books of the Club and the lost Certificate, even if subsequently found shall be null and void insofar as the Club is concerned.
(a) The Treasurer shall bill the members monthly. As soon as possible after the end of every month, a statement showing the account or bill of a member for said month will be prepared and sent to him. If the bill of any member remains unpaid by the 20th of the month following that in which the bill was incurred, the Treasurer shall notify him that if his bill is not paid in full by the end of the month, his name will be posted as delinquent the following day and while posted, he will not be allowed to vote upon any question nor allowed to participate or enjoy the privileges of the Club. A member can not avail of his deposit to pay his bill unless he resigns.
(b) Proprietary members on the delinquent list for more than 60 days shall be reported to the Board for the auction sale of their Certificate under Section 3 hereof to satisfy the claims of the Club. A proprietary member may pay his account at any time before the auction sale of his certificate is ordered by the Board.
(c) A member in the delinquent list who, in violation of the rule in Section 33 (a) prohibiting delinquent members from enjoying the privileges of the Club, proceeds to enjoy any Club privileges shall be deemed automatically suspended for a period of 60 days from the date of the violation, and if during the automatic suspension period he again proceeds or persists to enjoy any Club privileges, the Board may order the expulsion of said member from the Club. Acceptance of payment on the delinquent account during the suspension period shall not have the effect of lifting said suspension.
Lien on Certificates – The Club shall have a first lien on every Membership Fee Certificate to secure debts of the owner in favor of the Club. This lien may be enforced by the Club in the following manner within 10 days after the Board has ordered the sale of auction of a Certificate for indebtedness under Section 33 (b) hereof, the Secretary shall give notice to the Certificate owner and to all non-delinquent members of the Club, (which may include, if any, and/or the public), that a Membership Fee Certificate will be sold to the highest bidder for cash on a day, hour, place and under conditions named in the notice inviting sealed bids for its purpose. Bids will be opened at the presence of at least three (3) Directors of the Club and the Certificate awarded to the highest bidder. The Club may likewise enter a bid thru the Directors present and authorized by the Board to bid. If no bid was received or if the bidder to whom the award was made does not pay the amount of his bid within two days after notice of the award, the procedure may be repeated from time to time until the Certificate is sold. The proceeds of the sale of the Certificate shall be applied; first, to pay the debt of the owner to the Club and the residue, if any, shall be given to the owner forfeiting the Certificate. If the proceeds derived from the sale of the Certificate is not sufficient to pay in full the indebtedness of the member, the member shall continue to be obligated to the Club for the unpaid balance. If the owner fails or refuses to surrender the Certificate for cancellation, cancellation shall be effected on the books of the Club based on a record of the proceedings, and such cancellation shall render the unsurrendered Certificate null and void. The purchaser’s name must be posted for at least 30 days and his membership, if not yet a member, begins upon his election by the Board, which election shall be decided within fifteen (15) days after the lapse to said 20-day period in accordance with Sec. 4 hereof, provided that the certificate auctioned to member or non-member pursuant to this section shall be subject to the Club’s right of redemption or re-purchase alluded to in Section 3 hereof.
Suspension and Expulsion – For violating these By-Laws, or rules and regulations of the Club, or resolutions and orders duly promulgated at Board or Members’ meetings, or for any cause or act of a member which in the opinion of the Board is serious or prejudicial to the Club, the offending member may be suspended or expelled by a two-third vote of the Board of Directors.
Appeal by Member – A member suspended or expelled may appeal to a general or special meeting of Proprietary Members whose decision shall be final. An expelled member is forever disqualified from applying for membership or being a guest.
Club Auditor – The Board of Directors shall annually appoint an auditor who shall audit the books of the Club, prepare the annual balance sheet and profit and loss statement, and perform such other functions as the Board may prescribe.
Seal – The seal of the corporation shall be circular in form, unless otherwise ordered by the Board of Directors, and shall bear the words and prints “VALLE VERDE COUNTRY CLUB, INC. *Pasig, Rizal, Philippines” inscribed in the margin of seal delineated by two parallel broken lines running all around the edge thereof; and across middle of the seal the word “Incorporated” (on the first line) and “1975” (underneath it) shall be inscribed.
Amendment – The provisions of these By-Laws may be amended or repealed by majority vote of the Proprietary Members at a regular or special meeting called for the purpose.
WE, being the majority of the members Incorporators of the VALLE VERDE COUNTRY CLUB, INC., do hereby approved the foregoing By-Laws and adopt them as the By-Laws of said Corporation.
IN WITNESS WHEREOF, we have hereunto subscribed our names
this 30th day of June, 1975 at Pasig, Rizal, Philippines.
|JOAQUIN RAMIREZ, JR.||RAFAEL ORTIGAS, JR.|
|MIGUEL CAMPOS||MANUEL ESCUDERO, JR.|
|LINO CASTILLEJO, JR.||PLACIDO ADAD|
|PAULINO CHENG||FRANCISCO ORTIGAS, JR.|
|EDUARDO M. ORTIGAS|