2009 Amended By-LAWS - HIMOAP


Adopted on 27th day of October 2009 at eData Services Philippines, Inc. Office, RCBC Plaza, Ayala Avenue, Makati City, Metro Manila by the affirmative vote of the members of the 2008-2009 Board of Trustees.

Ratified by a majority vote of the general membership last December 7, 2009, 3:00 P.M. at the Ballroom B, Crown Regency Hotel, Makati City, Philippines.



ARTICLE I – MEETINGS

Section 1. Annual meetings – The annual meetings of the members shall be held at the principal office of the association if practicable, or in any preferred venue within Metro Manila as determined by the Board of Trustees any time in the month of December each year. The President or CEO or Executive Director of the association shall present the annual report to the members regarding the activities of the association. The election of trustees, if already scheduled, shall also be held during this regular meeting.

Section 2. Quarterly Meetings – There shall be four (4) quarterly meetings/assembly of the general membership each year. These meetings shall be held anytime within each quarter to discuss the ongoing activities of the association.

Section 3. Special Meetings – Special meetings of the members shall be called, as the need thereof arises, by the Board of Trustees or by the President or upon petition of 1/3 of the general membership.

Section 4. Notices – Notices of the time and place of annual, quarterly and special meetings shall be given through any of the following modes - personal invitation, by phone, special delivery mail, email or website announcements at least one (1) week before the date set for such meeting. The notice of the meeting shall state the date, time and venue of the meeting as well as the brief purpose or purposes of the meeting.

Section 5. Quorum – A quorum for any meeting of the members shall consist of a majority of the members and a majority of such quorum may decide any question at the meeting, except those matters where the Corporation Code requires the affirmative vote of a greater proportion.

Section 6. Order of Business – The order of business at the annual meeting of the members shall be as follows:
    a.)  Proof of service of the required notice of the meeting
    b.)  Proof of presence of a quorum
    c.)  Reading and approval of the minutes of the previous annual meeting
    d.)  Unfinished business
    e.)  Report of the President
    f.)   Election of the Trustees and officers (if already due) for the ensuing year
    g.)  Other matters

Section 7. Voting Proxy – Each voting member shall be entitled to one vote, and he may vote either in person or by proxy which shall be in writing and filed with the Secretary of the association before the scheduled meeting/election.

ARTICLE II – TRUSTEES

Section 1. Board of Trustees – The corporate powers of the association shall be exercised, its business and its property controlled by the Board of Trustees. The Board of Trustees shall be headed by a Chairperson, who shall be elected by and from amongst the Board of Trustees in its first Board of Trustees’ meeting after the election.

Section 2. Qualifications – The trustees to be elected must be of legal age and the primary representative of a company which should be in active operation/business for at least one (1) year and should be a member of the association in good standing for a period of at least six (6) months before the scheduled election.

Section 3. Composition of the Board of Trustees – The Board of Trustees of the association shall be consists of nine (9) members following this composition. To wit:

      (i)    Seven (7) trustees representing Production facility
      (ii)   Two (2) trustees representing Training facility

Section 4. Disqualification of Trustees or Officers – No primary representative of a member company convicted by final judgment of an offense punishable by imprisonment for a period exceeding six (6) years or a violation of the Corporation Code of the Philippines committed within five (5) years prior to the date of his election or appointment shall qualify as a trustee or officer.

Section 5. Term of Office of Trustees – The trustees shall hold office for two (2) years until their successors are duly elected and qualified. The term of office of the Board of Trustees shall commence January 1 of each year.

Section 6. Vacancies – In case of a vacancy occurring in the office of a trustee, the remaining board may at its discretion and by the vote of at least a majority of all the remaining trustees, if still constituting a quorum, fill up such vacancy by electing a new trustee from amongst the membership. The trustee so elected shall hold office only for the unexpired term of his predecessor.

Section 6. Replacements – A board of trustee shall lose his/her seat if he/she resigns or gets separated from the company that he/she is representing within his term. The remaining trustees, if still constituting a quorum, may fill up such vacancy by electing a new trustee from amongst the membership. The trustee so elected shall hold office only for the unexpired term of his predecessor.

Section 6. Election Committee – The nomination and election of the trustees shall be supervised, regulated and conducted by an Election Committee consisting of the Executive Director/ Chief Executive Officer and at least 2 representatives from 2 member companies which will not field in nominations/candidates for the election. The Election Committee shall have the exclusive power to determine the qualification of a member to vote or be elected as a trustee, subject to existing “HIMOAP Election Policies and Guidelines” duly approved by the Board of Trustees. The Election Committee shall have the sole authority to rule on all matters relating to the conduct of the election and decide on any controversy which may arise there from. Any and all matters brought to the Election Committee shall be resolved by a majority vote of the members thereof.

Section 7. Election of Trustees – The voting in the election of the Board of Trustees shall be done through secret ballots and each qualified voter shall elect the nine (9) trustees from the pool of the official candidates.

ARTICLE III – CHAIRMAN OF THE BOARD OF TRUSTEES AND OFFICERS OF THE ASSOCIATION

Section 1. Chairman of the Board – The Board of Trustees shall be headed by a Chairman who shall be elected from within the board through secret ballots and shall serve at the will of the Board of Trustees and is co-terminus with his/her term as a trustee.

Section 2. Officers of the Association – The officers of the association shall be a President, a Vice-President, a Secretary (who shall serve concurrently as the Secretary of the Board of Trustees), and a Treasurer. They shall be elected from within the current Board of Trustees elected through secret ballots. The board may combine compatible designations in a single person.

Section 4. Regular Meetings of the Board of Trustees – The Board of Trustees shall hold regular meetings at the principal office of the association if practicable, or in any preferred venue as determined by the Board of Trustees anytime to discuss ongoing activities of the association and decide on certain matters requiring the attention and decision of the board. Special meetings may be called, as the need thereof arises, by the Chairman or the President or upon petition of 1/3 of the members of the Board of Trustees.

Section 5. Term of Office of Officers – The officers of the association shall hold office for one year until their successors are duly elected. The term of office of the officers shall commence January 1 of each year.

ARTICLE IV - FUNCTIONS & POWERS OF OFFICERS

Section 1. – The Chairman shall:
(a) Preside at all annual, quarterly and special meetings of the members of the association and at the regular meetings of the Board of Trustees;
(b) In consultation with the Trustees, initiate and develop corporate objectives and policies and formulate long range plans and programs to set out the association’s business plan and operational strategy;
(c) Enter and sign on behalf of the association all contracts, agreements, and other instruments affecting the interests of the association.

Section 2. – The President shall:
(a) Exercise and perform all duties of the Chairman during the absence or incapacity of the latter;
(b) Be charged with directing and overseeing the activities of the association;
(c) Submit to the board, as soon as possible after the close of each fiscal year and present to the members at the annual meeting, a complete report of the activities and operations of the association for the fiscal year under his/her term;
(d) Assist, in consultation with the Trustees, in the preparation of the budget and the statement of accounts of the association;
(e) Represent the association at functions and proceedings in the absence of the Chairman;
(f) Execute all resolutions of the Board of Trustees;
(g) Prepare such statements and reports of the association as may be required by the Board of Trustees;
(h) Enter and sign in behalf of the association all contracts, agreements, and other instruments in the absence of the Chairman or as may be authorized by the board;
(i) With the approval of the board, delegate certain duties and responsibilities to the Executive Director or CEO;
(j) Perform such other duties and responsibilities incident to his/her designation or as may be directed by the board.

Section 3. – The Executive Director/Chief Executive Officer – The ED/CEO of the association shall be an ex-officio member of the Board of Trustees with the same rights and privileges as any member of the Board except the right to vote and be voted upon and to cast votes on important board resolutions or amendments in the Constitution and Bylaws of the association.

The Chief Executive Officer shall also exercise the following functions:
(a) Attend to the day to day operation of the association;
(b) Attend and represent the association in important functions, proceedings and gatherings requiring the participation of the HIMOAP;
(c) Upon the guidance and approval of the board, the ED/CEO shall organize a Management Team who shall be responsible in executing administrative and supervisory functions;
(d) Head the Membership Committee whose members shall be organized with the guidance of the board and carry on the tasks of processing membership applications in the association consistent with the membership rules and procedures and in line with the association’s principles and objectives as well as with the Bylaws.

Section 4. Vice-President - The Vice-President, shall exercise all powers and perform all duties of the President during the absence or incapacity of the latter. The Vice-President shall perform other duties and responsibilities that may be assigned by the President or by the Board of Trustees.

Section 5. Board Secretary/Secretary - The Secretary shall give all notices required by this bylaw and keep the minutes of all meetings of the members or of the Board of Trustees in a book kept for the purpose. He shall keep the seal of the association and affix such seal to any paper or instrument requiring the same. He shall have custody of the member’s registry and the correspondence files of the association. He shall also perform such other duties and work as the Board of Trustees may from to time assign to him.

Section 4. Treasurer - The treasurer shall be in-charge of the funds, receipts and disbursements of the association. He shall keep all moneys and other valuables of the association in such banks as the Board of Trustees may designate. He shall keep and have charge of the book of accounts. He shall also perform such other duties and functions as may be assigned to him from time to time by the Board of Trustees. He shall however be required to post a bond in such amount as may be fixed by the Board of Trustees.

ARTICLE V – MEMBERS

Section 1. Qualifications for Membership – The board shall determine the qualifications of an applicant for membership based on the membership rules and procedures.

Section 2. Disqualification of Membership – Any company may be denied membership to the association upon the determination of the Board of Trustees on basis consistent with this bylaw and in reference to the general goals and objectives of the association.

Section 3. Right of Members – A member shall have the following rights:

a) To exercise the right to vote on all matters relating to the affairs of the association to the extent consistent with these Bylaws;
b) To be eligible to any elective or appointive office/position of the association to the extent consistent with these Bylaws;
c) To participate in all deliberations/meetings of the association;
d) To avail of all the facilities of the association;
e) To avail of all available trade leads/opportunities, important industry information, statistics, as well as recent industry updates to the extent consistent with these Bylaws;
f) To examine all the records or books of the association during business hours upon formal request.

Section 3. Duties and Responsibilities of the Members – A member shall have the following duties and responsibilities:

a) To obey and comply with the bylaws, rules and regulations of the association as well as to any amendments thereto that may be promulgated by the association from time to time;
b) To attend to all important meetings of the association;
c) To attend to the annual general membership assembly and actively participate in the election proceedings;
d) To pay membership dues and other assessments of the association.

Section 4. Membership Categories – The association shall have the following membership categories. To wit:

HIMOAP membership categories 
Section 5. Fees – The association shall charge appropriate membership fees to finance the operating requirements of the association.

Section 6. Creation/Modification/Cancellation of Membership Categories and Fees– The President in consultation and approval of at least 2/3 of the Board of Trustees can create, modify or change such membership categories and impose or modify such fees, dues, and assessments as maybe deemed necessary and appropriate.

ARTICLE VI - SUSPENSION, EXPULSION AND TERMINATION OF MEMBERSHIP

Section 1. Suspension, expulsion and termination of membership – Suspension, expulsion and termination of membership shall be in accordance with the rules and regulations of the association.

Section 2. Removal for a cause – Any member of the association may file charges against another member by filing a written complaint with the Secretary of the association. The Board of Trustees shall call a special meeting to consider the charges. The affirmative vote of majority of all trustees shall be necessary to suspend or expel a member.

Section 3. – Termination of membership – A member company may be dropped from the membership roll by virtue of committing any of the following as maybe determined and decided by the Board of Trustees through a majority vote. To wit:

    a.)  non-payment of membership dues
    b.)  willful violation of the provisions of the Bylaws
    c.)  continuous non-attendance to any of the quarterly and annual meetings
    d.)  Unfair business practices detrimental to other member companies and to
          MTIAPI in general
    e.)  Other causes as may be determined by the Board of Trustees

Section 4. Right to Expel – The Board of Trustees upon due deliberation and hearing can expel a company from being a member through a majority vote.

ARTICLE VII – FUND

Section 1. Funds – The funds of the association shall be derived from admission fees, annual dues, and special assessments of members, gifts, donations, contributions, grants, special fund-raising events or other sources related to the functions of the association.

Section 2. Disbursement – Withdrawal from the funds of the association, whether by check or any other instrument shall be signed by the Treasurer and countersigned by the President. If necessary, the Board of Trustees may designate other signatories.

Section 3. Fiscal Year – The fiscal year of the association shall be from January 1st to December 31 of each year.

ARTICLE VIII - CORPORATE SEAL

Section 1. Form – The corporate seal of the association shall be in such form and design as may be determined by the board. The board by an affirmative vote may decide to change, alter or redesign the corporate seal of the association as it may deem fit.

ARTICLE IX - AMENDMENTS

Section 1. Amendments – These bylaws, or any provision thereof, may be amended or repealed by a majority vote of the Trustees at any regular or special meeting duly held for the purpose and ratified by a majority vote of the members in a general assembly.

Adopted this 27th day of October 2009 at eData Services Philippines, Inc. Office, RCBC Plaza, Ayala Avenue, Makati City, Metro Manila by the affirmative vote of the members of the 2008-2009 Board of Trustees.

Ratified by a majority vote of the general membership last December 7, 2009, 3:00 P.M. at the Ballroom B, Crown Regency Hotel, Makati City, Philippines.