To establish the procedures and implementing guidelines in accordance with the provisions of the VVCCI’s By-laws relative to the Auction and Sale of shares of Resigned, Deceased, Expelled and Delinquent members.
II. PROVISIONS OF THE VVCCI’s BY-LAWS
SEC. 3 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, RE-PURCHASE 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 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.
SEC. 8 (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.
SEC. 33 (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 Sec. 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 Sec. 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 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.
SEC. 34 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 maybe 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 Sec. 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 (2) days after notice of 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 un-surrendered 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 Sec. 3 hereof.
SEC. 35 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.
SEC. 36 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.
III. PROCEDURES AND IMPLEMENTING GUIDELINES
1. RESIGNED MEMBER
A Proprietary Member desiring to resign shall submit to the Membership & Auction Committee:
a) A duly signed letter of resignation, and for this purpose a template shall be prepared by the Membership Department to be signed by the resigning member;
b) The original Proprietary Membership Fee Certificate duly signed and endorsed, provided that if he cannot present the Original Certificate, the member shall be informed that the procedure for replacement of a lost certificate must first be complied with by him and then, his resignation will not be accepted;
c) Proof of payment of all outstanding obligations; and
d) A written undertaking that subsequent membership dues and other charges due on the membership certificate from the time of surrender up to the time of election of the winning bidder as member of the Club, shall be deducted from the proceeds of the auction of the share including administrative fees and other charges relative to the auction, and for this purpose, the resigning member shall issue an undertaking which shall be included in the Resignation Form to be prepared by the Membership Department.
Upon compliance with the above requirements, the membership certificate of the resigning member shall be auctioned in the earliest available schedule for auction.
The surrendered certificate of the resigning member will be canceled to be reverted as unissued membership certificate, and a new subscription shall be issued to the winning bidder, after the election of the winning bidder as member of the Club.
2. DECEASED MEMBER
a) The heirs of a Deceased Regular Proprietary Member shall notify the Membership and Auction Committee of the member’s death with supporting certified true copy of the Death Certificate within three (3) months from the date of death.
b) Within such three-month period, the exclusive heirs, consisting of the surviving spouse and children, shall notify the Club in writing as to who from among themselves they will unanimously appoint as successor. However, the membership certificate shall not be transferred to the succeeding heir so appointed unless the extrajudicial settlement of estate or affidavit of self-adjudication in case of sole heir in intestate succession or the Court order in the case of testate succession, confirming the transfer of the share to the heir earlier appointed, and a Certificate Authorizing Registration issued by the Bureau of Internal Revenue (BIR) showing payment of estate taxes on the membership certificate, are presented to the Club within fourteen (14) months from the date of death.
c) The Certificate, with the approval of the Board, may be acquired by any of the exclusive heirs of the Deceased Member as unanimously appointed by them. The exclusive heir must be at least 18 years of age; or if below 18 years old, must be assisted by a legal guardian duly appointed by the Court for the purpose.
d) The Successor shall be subject to the same qualifications of a regular member and shall submit all required documents and undergo the same procedure of admission subject to the approval by the Board.
e) Pending the approval by the Board of the application of the Successor, the Proprietary Membership Fee Certificate of the Deceased Member is not entitled to a vote, and his entitlement to the privileges as member shall commence upon his election as member.
f) Within the three-month period for the exclusive heirs to notify the Club of who will be the Successor, the surviving spouse and qualified dependents on record of the Deceased Member may continue to enjoy their privileges as such. Thereafter, or within such shorter period when the Club is notified of the Successor, this privilege will be automatically cancelled.
g) Payment of monthly dues and other special assessments shall always be updated.
h) If after the three-month period for notifying the Club on who will be the Successor, the exclusive heirs of a Deceased Member fail to unanimously designate in writing a Successor, the membership certificate shall be due for auction on the earliest available schedule for auction under Section 3 of the By-Laws. The exclusive heirs shall surrender the original membership certificate to the Membership and Auction Committee duly endorsed by any of them, provided that if such original will not be surrendered within the three-month period, the net proceeds of the auction, if there be any, will not be released to the heirs until the original membership certificate is produced or in case of loss, the procedure for replacement of a lost certificate is complied with by the heirs.
i) If the exclusive heirs decide not to appoint a Successor from among themselves within the three-month period of notification, they shall surrender the original membership certificate to the Club duly endorsed by any of them, provided that if such original will not be surrendered within the three-month period, the net proceeds of the auction, if there be any, will not be released to the heirs until the original membership certificate is produced or in case of loss, the procedure for replacement of a lost certificate is complied with by the heirs.
j) In all cases, payment of dues and other obligations to the Club which the Club has a lien on the membership certificate of the Deceased Regular Proprietary Member shall be continuous and if unpaid, shall be deducted from the proceeds of the auction including administrative fees and other charges relative to the Auction. If there is no bidder at the Auction, the Club shall exercise its right to re-acquire the membership certificate at a price equivalent to the unpaid dues and other obligations, and if there be none, to cancel the same.
k) In case of death of members prior to the effectivity of these rules and there is still no designated Successor, the exclusive heirs shall have three-months from the effectivity of these rules to notify the Club on who will be the Successor, failing in which, the rule on failure to appoint a Successor will be applied.
l) All members, their spouse and dependents, shall be required to come to the Club and personally update their membership information and for the issuance of a new membership card and dependent’s card (for spouse and dependents), at least once every two years, provided that the actual schedule for the updates shall be announced by the Membership Department, provided further that only the legal spouse and dependents (as defined in the By-Laws) expressly declared by the member in his membership information form will be acknowledged as such by the Club.
3. EXPELLED MEMBER
a) The effectivity of the expulsion of member shall be upon approval by the Board through a resolution to be contained in a Secretary’s Certificate expelling said member and no appeal is submitted by said member in accordance with Sec. 36 of the By-Laws, provided that in case of an appeal, after fifteen (15) days from the denial of his appeal, unless enjoined by the court.
b) Upon effectivity of his expulsion, the membership certificate of the expelled member shall immediately be due for auction under Section 3 of the By-Laws. The Membership Committee shall proceed to auction the expelled member’s certificate on the earliest available schedule for auction.
c) Billings of monthly dues and fees from the time a member is expelled until the winning bidder at the auction for his share is elected as new member shall be deducted from the sales proceeds of the membership certificate including administrative fees and other charges relative to the Auction, and any unpaid dues, usages, penalties and charges prior to the date of expulsion, provided that in case of an expelled member prior to the effectivity of the rule under this paragraph, billings for monthly dues and fees due on his membership certificate from the effectivity of this paragraph until the winning bidder is elected as member shall be deducted from the proceeds of the auction along administrative fees and other charges relative to the Auction, and any unpaid dues, usages, penalties and charges prior to the date of expulsion.
4. DELINQUENT MEMBER
a) At the end of each calendar month, Treasurer through Finance Department (Collection and Billing) prepares the billing statement of member for such month.
b) On the 6th day of the following calendar month, the Billing Statement is mailed and sent to the Member. Mailing includes electronic mail to the known address of the member or by other secured means through the internet.
c) The member shall have 60 days from the last day of the calendar month in which the dues and other charges were incurred to settle bill.
d) Over 60 days, two Percent (2%) Late Payment Charges (LPC) is charged to Members.
e) Over 90 days, Member is declared Delinquent and Finance Department shall report this to Membership Department for automatic posting in the Club’s Bulletin Board for Delinquents. Once posted, the member’s privileges to access Club facilities and right to vote are automatically suspended, and his membership card shall be automatically suspended also. If the member, including his spouse and dependent, continues to use the facilities of the Club, even as guest, during such period of delinquency, his/her membership shall be automatically suspended for 60 days from the date of violation or from notice thereof to the delinquent member whichever comes later, and such period of suspension shall not be lifted even if the delinquent member fully pays his obligations. If he continues to use the facilities of the Club during the 60-day period of suspension, he/she shall be ordered expelled by the Board of Directors. For this purpose, a member shall include an assignee of both a Regular Proprietary and Corporate Proprietary member.
f) If the bill remains unpaid and the Member is posted in the list of Delinquents for 60 days, Membership Department should certify this to the Membership and Auction Committee (Memcom). Membership Department should coordinate with Finance if a Member in the Delinquent list has paid already.
g) Upon certification by the Membership Department, Memcom shall recommend to the Board the auction of the Delinquent Membership Certificates (Section 30(b) of the By-Laws).
h) The Board shall approve for auction these Delinquent Membership Certificates and refer back the matter to Memcom for schedule and conduct of the auction.
i) Memcom in coordination with the Finance Committee (Headed by the Treasurer) shall fix the date of the auction as well as the number and order of shares for auction. Finance Committee (through the Finance Department) should be consulted on the schedule as this involves Finance matters like timing of market price and the Club’s cash requirements.
j) Membership Department shall 1) prepare a letter to be signed by the Corporate Secretary (Section 34 and 3 of the By-Laws) addressed to the Delinquent member, informing him that his membership certificate will be auctioned pursuant to Section 33(b), 34 and 3 of the By-Laws, stating the date of the auction, the unpaid membership dues, charges and penalties, and that payment may be made before the auction; and 2) prepare a notice of auction from the Corporate Secretary to be posted on the Club’s Bulletin Board and social media platforms, addressed to all Members and the public, stating the date and time of the auction, and other matters related to the auction.
5. GENERAL PROVISIONS
a) The Membership & Auction Committee shall conduct auction (Section 30(b) of the By-Laws).
b) Auction Sale Schedule shall be held at least once every quarter of the year which may be determined in advance by the Memcom in consultation with the Finance Committee.
a) These guidelines shall take effect fifteen (15) days after posting in the Club’s Bulletin Board and dissemination to all members by the Membership and Communications Department through electronic or any other means. For this purpose, the Membership and Communications Department shall certify and report to the Board the actual posting in the Club’s Bulletin Board, website and dissemination to members, for purposes of reckoning effectivity.
APPROVED AND RATIFIED BY THE BOARD OF DIRECTORS
On November 20, 2021 during the regular Board Meeting