BY-LAWS OF HERITAGE HOMES TRECE MARTIRES CITY HOMEOWNERS ASSOCIATION, INCORPORATED Know All Men By These Presents: We the undersigned, citizens and residents of the Philippines representing homeownermembers of Heritage Homes Trece Martires City Homeowners Association, Incorporated do hereby adopt the following code of by-laws. ARTICLE I NAME The name of the association shall be Heritage Homes Trece Martires City Homeowners’ Association, Incorporated. That the said Homeowners’ Association is a Non-Political and NonSectoral in nature. ARTICLE II DOMICILE The domicile of this association shall be Heritage Homes Brgy. M. Gregorio, Trece Martires City, 4109 Cavite and its principal office shall be located or established at/or within the area of responsibility. ARTICLE III DECLARATION OF PURPOSE The objectives and purpose of this association are thus set forth in its Articles of Incorporation. Its primary concern is to facilitate the delivery of adequate social and economic services geared towards improving the quality of life of its member. ARTICLE IV MEMBERSHIP All Homeowners and/or lessees as stipulated in the deed of sale shall automatically become members of the Association. Section 1. Scope of Membership – All house & lot Owner/Buyer or long – term lessees of houses of Heritage Homes, Brgy. M. Gregorio. Trece Martires City, 4109 Cavite, shall become members of the association, provided however that the long term lessees of the houses shall be considered as members of the Association in lieu of the owners of the same, if they have been residents for one (1) year or more with a written contract undertaken with the house and lot Owner/Buyer, provided further, that they shall pledge to undertake the responsibilities of a member.
Section 2. Regular Member. (a) A regular member shall refer to a House and Lot Owner/Buyer or in his/her absence, any immediate member of the family, who shall be entitled to all the rights and privileges due of a regular member. (b) A regular also includes any lessee, who shall be considered a member in lieu of the owner, provided however that the long-term lessee has a lease contract in writing with the house and lot owner/buyer for a period of one year, or that the same long-term lessee has expressly pledged to undertake the responsibilities of a member. Copy of the contract should be submitted to the Association for records purposes. Section 3. Member in active status – a member in an active status is the one who participate in all undertakings required of him/her, complies with all the duties and obligations as stipulated in Article IV, Section 5. Section 4. Rights and privileges of a member – every member in an active status shall have the following rights. (a) To vote. To be eligible to any elective and appointive office of the association, and (b) To avail himself all of the facilities and services of the association without discrimination whatsoever upon compliance with the condition thereof. Any lessee has the right to vote only. Section 5. Duties and obligation of a member – a member shall have the following duties: (a) To participate in any and all the activities, project and special affairs of the association and patronize its services, and (b) To obey and comply with the by-laws of the association and such other rules and regulation that maybe promulgated by the Board of Directors (c) To pay membership fee and association dues and other charges. Section 6. Any house and lot Owner/Buyer who intends to lease out a portion of and/or his unit shall inform the association in writing and submit a copy of the contract of lease, which stated therein that the tenant or lessee shall likewise assume responsibility of paying membership fee, monthly dues and other obligations imposed by the association. Section 7. Membership Roll – The association shall keep and maintain under the custody of the secretary a membership roll containing the list of all the members and such additional members that maybe admitted from time to time including information or data which may be required by the Board of Directors. Section 8. Inactive Members – Any member after due notice and hearing shall be declared inactive member on any of the following grounds. (a) Default in the payment of the association dues specified in Article IV Section 5 here for a period of thirty (30) days from written demand. (b) Ceasing to be a member in good standing as provided for in Section 3 of this article. (c) Repeated violations of any of the provisions of the charter, By-laws or existing rules and regulations of the association and exhibiting conduct detrimental to the association. The Board of Directors through a resolution shall approve any penalty so imposed.
ARTICLE V FEES DUES ALL FUNDS derived from fees, dues, charges and assessments, if any, shall be used for common benefits of the Homeowners. Section 1. Membership Fee – A one-time membership fee shall be paid by the House and Lot Owner/Buyer upon filing his/her application for membership in the Association, such amount to cover the cost of processing of the application, the member’s manual of rules and the membership card Section 2. Monthly dues – Each member must pay a monthly member’s dues, the specific amount of which shall be fixed and/or adjusted by the Board from time to time, upon the confirmation and ratification of the General Assembly, to the Association. The monthly dues consists of (a) A fixed amount to be made part of the general reserve fund of the Association which may be used to finance various community projects and/or activities, and (b) A variable amount to defray the actual operating expenses of the Association, such as those for security, garbage collection and guardhouse lighting, maintenance or repair of Association facilities, and other community services. Section 3. Special Assessment – the Board of Directors may, from time to time assess and collect from its member’s reasonable amount as may be required on special occasion and activities of the association, subject to the approval of the General Assembly. Section 4. Fund Raising – Fund raising activities shall be launches for a certain purpose beneficial to the majority of the Homeowners; excess funds will automatically reverted to the General Reserve Fund. Section 5. Contributions – Contributions in cash in kind shall be accepted provided there are no conditions contrary to the principle of the association and existing laws. Contributions should have a definite purpose and funds for such purpose cannot be transferred to another purpose except that excess fund will automatically reverted to the general fund. ARTICLE VI GOVERNANCE Section 1. Membership Control – Subject to the provision of the Articles of Incorporation and By-Laws of this association and other laws of the Philippines, the business affairs of the association shall be manage by the Board of Directors which shall exercise all the powers of the association. The Board by means of a resolution issued to that effect shall determine the order of business. The direction of management action by the Board shall be in-line with the longterm goals set by the General Assembly who has the final authority.
ARTICLE VII GENERAL ASSEMBLY Section 1. General Assembly – The general assembly of the association shall be composed of active members entitled to vote, duly assembled and constituting a quorum. They are empowered to make decisions binding on all by applying the Majority Rule and/or Extraordinary Majority. A quorum refers to at least 30% of active members. Section 2. Powers and limitations of the General Assembly – The General Assembly shall acts as the consultative body of the Association and with the following powers and duties. a.) To confirm and ratify the By-Laws of the Association by two-thirds (2/3) vote. b.) To determine the amendments in the Article of Incorporation and/or By-Laws by twothirds (2/3) vote. c.) To approve developmental plans of the Association by two-thirds (2/3) vote. d.) To elect and remove directors, officers and committee heads for a cause. e.) To take final decisions regarding any drastic change in financial policies subjects to legal restrictions, f.) To exercise final authority on all matters vitally affecting the association, g.) To decide on any matters within its over-all jurisdiction, h.) To vote on all matters brought before the members, i.) To participate in the deliberations of the members and in all its proceeding, j.) Inspect and examine the book of accounts, minutes of the meeting and other documents and record of the association during office hour in the presence of auditing committee, k.) To hear and pass upon the reports of the Board of Directors, officers and Committee Heads, l.) To promote the objectives and purpose of the association, the success of its business and the welfare of the members and their immediate families. m.) To attend all meetings that maybe called by the association, n.) To exercise all powers expressly provided by existing Philippine Laws and the By-Laws of the Association Section 3. Proxy – Any member of the association and/or his/her assignee or lessee maybe represented by proxy in all the meetings of the association. The Board of Directors may make such rules and regulations consistent with the by-laws of the Philippine corporation law and related laws governing the form, issuance, date of submission and other related matters of said proxies. Proxies shall be in writing, dated, signed by the member and filed before the scheduled meeting with the secretary. It shall be valid only, for which it is intended. Section 4. Assignment of membership right – Membership rights maybe assigned to any tenant/long-term lessee by the house and lot Owner/Buyer, who shall be primarily liable for any violations of this by-laws, rules and regulations of the association. Such assignment must be done in writing, and copy thereof shall be given to the secretary of the Association, and shall
carry with all the rights of the assignor. The period of assignment shall be stated in the deed of assignment, unless otherwise provided for, for the same period of assignment shall continue until such time that the assignee ceases to be the tenant of any homeowner or until such time that the owner revokes the assignment in writing, who shall notify the secretary in writing of such revocation. Section 5. Annual General Assembly – The annual general assembly should be held on every last Sunday of October at the principal office of the Association or at any place within the area of responsibility, and at such time that the Board of Directors may designate. Section 6. Special General Assembly – A special general assembly maybe called at any time by the Board of Directors to consider urgent matters requiring immediate membership decisions. It may call by the Board of Directors within 30 days from receipt of written request from at least ten percent (10%) of the total number of members entitled to vote. Section 7. Notice of Meeting – The Corporate secretary shall serve notice of meeting at least two (2) weeks prior to the General Assembly meeting. a.) The notice for an annual General Assembly shall be accompanied by the agenda, minutes of the meeting of the last General Assembly meeting, consolidated reports of the Board of Directors and Committees, complete financial statement accompanied by audit report, proposed amendments to the Articles of Incorporation and By-Laws if any and other papers needed by the members to arrive at a sound and intelligent decision during general assembly. b.) Notice of any special general assembly shall state the purpose for which it is to be held and no business, other than the stated purpose of those related there to be considered in the meeting. c.) Attendance – In all meetings the presence of each member or his designated proxy is compulsory and they shall enjoy full freedom of expression. The association shall provide rules and regulations to affect the compulsory attendance in every meeting. Section 8. Fiscal Year – The fiscal year of this association shall be the calendar year. It shall commence on the first day of November and shall end on the third Sunday of November of the following year. Section 9. Agenda – As for as practicable, the order of business at each annual meeting shall be: a.) Roll Call b.) Proof of due notice c.) Consideration of the minutes of the last general meetings,
d.) Consideration of the consolidated report of the officers, Board of Directors, and Committees including audited statements of financial condition and operation. e.) Unfinished business f.) Election of directors and officers g.) New business h.) Adjournment Section 10. Transition Period – Transition period shall begin right after the proclamation of the new sets of Board of Directors and COA and shall not exceeds thirty (30) days. Section 11. Quorum at the General Assembly – At the annual or special general assembly, one half the members plus one and/or plurality of the members voting shall constitute a quorum. Section 12. Manner of Voting: a.) Members entitled to vote shall be qualified to vote and participate in the general assembly of the association. No member of the association shall be entitled to more than one vote. b.) Election and removal of any member of the Board of Directors shall be secret balloting. Actions on all other matters shall be in any manner that will truly and correctly reflect the decision of the membership. Section 13. Ad Hoc Committee - Shall be formed by the General Assembly in case of leadership crisis. ARTICLE VIII Board of Directors Section 1. Board of Directors and Number – The business of the Association shall be handled by a Board of Directors of nine members and it shall be headed by a Chairman. Section 2. Chairman of the Board and its powers: a.) b.) c.) d.) e.) To preside and call a board meeting to order promptly, To encourage full and free discussion, To lead the board in administering and promulgating association policies. To maintain order in a pleasant and tactful manner To preside the General Assembly meeting.
Section 3. Corporate Secretary and its power: a.) Keep the minutes of the meeting of the board in a book provided for this purpose. b.) Deliver all notice in accordance with the By-Laws or required by laws.
c.) Keep all the corporate records and the seal of the association, which shall be fixed, to such instruments as may be required and there be upon be attested by his signature. Section 4. Powers and functions of the Board of Directors – The Board of Directors shall be responsible for the effective attainment of the objectives and purpose for which the Association was established. It shall be vested with powers to formulate and promulgate policies, rules and regulations and guidelines governing the over-all affairs of the Association and shall task, the efficient and consistent implementation thereof. Section 5. Qualification and disqualification from the Board of Directors – All members entitled to vote who have the time and willingness to serve, are qualified to be voted as directors except those who are under any of the following circumstances which disqualify them to be voted upon the position of Directors or to continue as such; a.) Having been absent for three (3) consecutive meetings without justified reasons. b.) Having conflicting interest with the goals or business of the association, c.) Being related to any of the association candidate within the third degree of consanguinity or affinity, d.) Having been convicted to any crime involving moral turpitude, gross negligence or gross misconduct in the performance of duties or found culpable in any administrative case involving such offenses. e.) Facing as respondent or dependent on administrative proceedings or civil or criminal suit involving financial and/or property accountability. f.) Physical or mental incapability. Section 6. Election of Board of Directors – The members of the Board of Directors shall be elected by secret balloting at the annual meeting of the members and shall hold office for a term of one (1) year, unless earlier remove for a cause or have resigned or become incapacitated due to illness or death; a.) The first nine (9) candidates who garnered the highest number of votes shall be declared and proclaim officially winner by the committee on election upon resolving all election protest if any. b.) In case of ties in 9th position, the COMELEC body shall vote to break the ties. c.) Immediately after the proclamation of the winners the COMELEC shall convene a meeting among the nine (9) winners to elect from among themselves by secret balloting a Chairman, Corporate Secretary and the new set of association officers. But prior to the election, the COMELEC chairman shall require each new elected board to deliver short speeches regarding his/her platform of government one at a time from lowest to the highest according to the results of the election tally but before each will deliver their
speeches the COMELEC secretary shall read their respective bio-data before the Board to inform them about their respective educational attainment and experiences and their willingness and capabilities to spend their time, money and effort for the association. After everyone of the Board have finished their speeches, the COMELEC chairman shall declare a short recess to give the Board ample time to study the candidates in order for them to arrive at a sound and intelligent decision as to who shall be their respective candidates to each position. After which the COMELEC chairman shall resume the meeting to convene or announce the new set of elected association officers. Section 7. Removal of Directors by General Assembly – At any regular or special meeting of the members duly-called and hold, any director after due notice and hearing maybe removed from office by 2/3 votes of all the members entitled to vote on any of the following grounds: a.) b.) c.) d.) Wilful violation of these By-Laws and the lawful rules and regulations of the association. Failure without justifiable cause to execute his duties as defined by these By-Laws. Commission of other acts prejudicial to the interest of the association. Three consecutive absences without justified reasons in the regular and/or special meeting of the Board and/or the General membership. e.) Absence of one or more requisite qualifications to continue in office as such or possession of any one of the disqualification for Directors. Any vacancy created by such removal shall be filed by the majority vote by members present at such meeting. The directors so elected shall serve the unexpired term of the Directors removed from his position. Section 8. Vacancies – Vacancies excepts here in above provided, any vacancies occurring in the board either by removal, resignation, death or incapacitated, shall be filed by applying the rule of succession and/or call a Special General Assembly for the said purpose and to held for said purpose alone. Section 9. Suspension of Directors – The majority of the members of the Board of Directors shall have the power to suspend anyone or more of its member for any of the grounds for removal. A suspended Director shall be considered a member of not in good standing. Such suspension shall be effective pending appeal to the general membership whose decision shall be final and executor. Section 10. Regular Meeting of the Board of Directors – A regular meeting of the board shall without notice be held immediately after the annual meeting of the members. A regular meeting of the Board shall also be held on the last Sunday of each month at the principal office of the association, no notice thereof shall be required.
Section 11. Special Board Meeting – The chairman or majority members of the board may call a special board meeting and it shall thereupon be the duty of the corporate secretary to cause the notice of such meeting to be sent to each director at least two (2) days before the meeting. Section 12. Proxies – In any regular or special Board meeting of the Board of Directors, proxies are not allowed, however observers may be entertained but not be allowed to participate in the deliberation. Section 13. Compensation – All members of the board shall not receive any compensation from the association while performing official function. ARTICLE IX OFFICERS Section 1. The Officers of the Association shall be the following: a.) b.) c.) d.) e.) f.) g.) h.) President Vice-President Executive Secretary Treasurer Auditor Committee Heads Administrator And such other officers as may from time to time be determined by the Board in which case the President may appoint. The Secretary and the Administrator however may not necessarily be a Director
Section 2. Election and Term of Offices – The Officers in section one (1) thereof shall be elected by the members of the board and shall hold office for a term of one (1) year or until their successor have been elected or appointed. The election and appointment shall be held as soon as it is convenient and practicable. Section 3. Compensation – All Officers shall not receive any compensation while performing its official functions in the association; however, they shall be reimburse the actual amount spent while performing such duties. The Officers of the Association who are not members of the Board may receive such honoraria as maybe determined by the Board of Directors. Section 4. Removal of Officers – Any officer of the association appointed by the Board constituting a quorum, whenever in its judgement the best interest of the association will be served hereby.
Section 5. President – The President who function as concurrent director shall preside at all meetings of the officers and shall exercise which powers and perform such duties incident to his office and such other duties as may from time to time be delegated to him by board. Among others, the president shall: a.) Preside at all meetings of the officers and Committee Heads b.) Represent the Association in all activities to which it is a party or participant, c.) Prepare in consultation with the appropriate officers and committees, a yearly program of activities and submit an annual meeting to the Board of Directors such statement, reports memoranda and accounts as may be requested by the latter, d.) Organize and supervise work groups among the members of the association, e.) Represent the association and sign and execute all contracts agreements, documents and binding commitments entered into and on behalf of the association by the authority of the Board of Directors expressed in a resolution passed for the purpose, f.) Responsible for the approval of the legitimate expenses that may be incurred by the association, g.) Countersign all checks, notes and orders of payment of money or against funds of the association wherever they may be found or deposited, h.) Have the general and active management of the affairs of the association, but may be delegated them to other officers of the association at his option, i.) Execute all the policies and decisions adopted by the Board of Directors or the members of the General Assembly. Section 6. Vice-President – The vice-president who should also be a director, shall in the absence of the president, perform the duties of the president and such other duties as the board may from time to time prescribe. Among others the vice-president shall assist the president in all administrative matters of the association. Section 7. Executive Secretary – The custodian of all records of the Association except the records of the treasurer, among other the secretary: a.) Keep and maintain complete accurate records of the general membership of the Association, and all documents pertaining to the official acts and deeds of the Association. b.) Keep the minutes of the meetings of the Officer and Committee Heads. c.) Issue and serve notice of meetings to all concerned, and post/disseminate all information pertaining to the Association. d.) Update record of the general membership of the Association including all pertinent and/or required information on each member.
e.) In general perform all duties incident to the office of the secretary and such other duties as may from time to time be assigned by the President. Section 8. Treasurer – The treasurer, who should also be a Director, is the financial officer of the Association as such shall have the custody of all the funds and properties of the Association. a.) The Treasurer shall be responsible for the collection of fees, dues and other financial obligations of the members accruing to the association, b.) Deposit the funds of the association in the bank or banks that the Board of Directors may designate except for a petty cash fund to meet minor/petty expenses of the association, the amount of which shall be fixed by the Board of Directors, c.) To disburse funds with following: 1.) Approval of the President 2.) Counter signature of the COA Chairman on all transmissions, 3.) Substantial compliance of other requirements that the board may promulgate. d.) Disburse the funds of the association for specific purpose authorized by a resolution of the Board of Directors, e.) Responsible in keeping the financial records of the association and the liquidation of any and all accounts, liabilities and obligations owing or due from the association, f.) Monitor all delinquencies and send notice on overdue association dues and/or demand letter, g.) In general, perform all the duties incidental and/or related to the office of the treasurer and such other duties as may from time to time be assigned to him by the Board of Directors, h.) Post a bond in such amount as may be fixed by the Board of Directors, i.) Release to all members a quarterly financial statement and monthly report to the Board. Section 9. Auditor – The Auditor, who should also be a Director, shall be responsible for auditing the accounts of the association. He shall conduct audit in accordance with the auditing standard, principle and procedures. He shall also responsible to the Board to submit a monthly audit report. Section 10. Administrator: a.) Manage the normal daily affairs of the Association, supervise the proper operation and maintenance of all facilities, structures and services under the control of the Association, and monitor the various activities of the Association. b.) Supervise and monitor the collection of dues, assessments and fees from the members,
c.) Perform other task as may be assigned and/or delegated to him/her by the Board of Directors. ARTICLE X COMMITTEES
Section 1. Election Committee – The election committees shall be composed of five (5) members, elected by direct vote of all members of the Board for a term of one (1) year and will hold their office until their qualified successors are elected. Immediately after election, the newly elected members of the said committee shall meet and elect from among themselves a chairman and secretary. The committee shall be responsible for: a.) b.) c.) d.) e.) f.) Screening and certifying all candidates for elections, Conducting clean, honest and orderly election, Canvassing and proclaiming election results, Authority to declare failure of election based on promulgated COMELEC rules, Calling for removal of any nuisance candidate under valid grounds, and Promulgating election rules and regulations in line with the laws of the land and these By-Laws.
Section 2. Committee on Audit – The auditing committee shall be composed of three (3) members elected by direct vote of all the members’ ion the general election for a term of one (1) year and will hold office until their successors are elected and qualified. Immediately after the election they shall elect in among themselves the chairman. This committee shall be responsible in performing detailed audit in collaboration with the work of the Board auditor. Among others the committee shall; a.) b.) c.) d.) e.) f.) g.) h.) i.) Continuously review the adequacy of all system and controls, Review the correctness of all records and reports whether financial or otherwise, Past and check necessity and reasonability of expenses and income, Periodically monitor performance of the various responsibilities centres’ of the organization, Report audit find and recommendations to the Board for immediate action, Shall render audit report to the Board and to the general assembly annually, Continuously monitor all elective officers in coordination with General Assembly to ensure that all of the pre-requisites for any position are not violated Recommend to the General Assembly for the removal of any director, officer or Committee Heads, To administer the check and balance on financial transaction, and
j.) Continuously monitor proper compliance with relevant laws, rules, by-laws and policies. Section 3. External Affairs Committee – Among others, the committee shall; a.) Assist the President on all administrative matters of the association outside the area of responsibilities and shall take charge of all matters of public relations, b.) Represent together with the President of the association in any social event in the community, c.) Coordinate with the government agencies and officers on any matters affecting the association, d.) Promulgate rules and regulations in coordination with the performance of the said committee provided however that such rules and regulations before its implementation shall be approved by the Board in its meeting. Section 4. Internal Affairs Committee – Among others, the committee shall; a.) Assist the President in all administrative matters affecting internal problems of each and every members of the Association, b.) Act as Grievance and Adjudication board and/or Arbiter. He shall accept, investigate complaints filed by and/or of a member/officer against any and/or among members or officers, settle, arbitrate and dispute within its power in the community. Should a grievance is not settled by the committee, its decision shall be appealable to the Board of Directors c.) Promulgate rules and regulations in connection with the performance of the said committee provided, however, that such rules and regulations before its implementation shall be approved by the Board in its meeting, d.) Act as the screening body in processing application for membership. Section 5. Finance Committee – Subject to the approval of the Board of Directors, through resolution, the Finance Committee shall plan, adopt and implement canvassing, procuring and disbursement guidelines projects that will or may require the use of association funds. The committee shall also serve as a coordination body for all financial matters involving outside institutions and shall involve a savings campaign and other fund raising activities in coordination with other committees involved. Section 6. Peace and Order Committee – The peace and order committee shall take charge of maintaining peace and order within the community. It shall form and organize the members into security brigades to safeguard the area of responsibility, disaster and support services brigade to meet any natural or manmade calamity or otherwise.
Subject to the approval of the Board of Directors the committee may promulgate and adopt rules and regulations consistent with the law of the land, the bylaws, in connection with the performance of their duties. Section 7. Environment and Livelihood Committee – The committee shall plan and coordinate all economic programs designed to supplement the income of the members. As such, it shall closely coordinate with the financial committee in preparation of feasibility studies and other proposals. Maintain; take charge in the upkeep of any and/all community facilities and services; form, organize beautification/ecology brigade to maintain a clean, beautiful and liveable community. Section 8. Social, Cultural and Sports Committee – The committee shall be tasked with the planning and implementing social activities that will help improve inter-personal relations among the members. It shall also develop programs and activities to enhance cultural awareness among the members. It shall form and organize sports and recreation brigade. Section 9. Ad Hoc Committee - shall be formed by the Board of Directors as the need arise.
ARTICLE XI FINANCIAL TRANSACTION Section 1. Contract – The board by specific resolution, shall authorize an officer or officers to enter into any contracts or execute or deliver any instrument in the name as in behalf of the Association. Section 2. Signing Authority – All checks and drafts or other orders for payments of money and all notes and evidence of indebtedness issued in the name of the Association shall be signed jointly by the Treasurer and the President or two (2) other officers authorized by the Board. Section 3. Depository Bank – All funds of the association shall be deposited to the account of the Association in such bank or banks that the Board may designate.
ARTICLE XII MISCELLANEOUS PROVISIONS Section 1. Rules and Regulations – The Board shall have the power to promulgate such rules and regulations subject for the approval of the simple majority and or extraordinary majority of
the members of the General Assembly consistent with the law, the articles of incorporation, or by these By-Laws. Section 2. Amendments – These By-Laws or any portion or provision herein may be amended, replaced or otherwise change in any manner not contrary to the law or articles of incorporation, at a duly called and held annual or special general assembly meeting, requiring an extraordinary majority such as a two-thirds (2/3) vote provided, however that notice of such meeting shall contain a fair statement of proposed amendments. Section 3. Effectivity of Amendments – All amendments shall have full force and effect upon ratification of the General Assembly and upon approval by HIGC and issuance of certification. The Board of Directors shall ensure proper implementation on these amendments. Be it known to all that the foregoing By-Laws and it amendments has been carried out in accordance to the Articles of Incorporation, approved and ratified by the General Assembly on a Special General Meeting held on 28th day of July year 2002 by an extraordinary majority or two third (2/3) votes. In Witness Whereof, the Board of Directors have set their hands on the 28 th day of July year 2002 at Heritage Homes Trece Martires City.