AMENDED BY-LAWS OF THE

FIFTH VALLE VERDE HOMEOWNERS ASSOCIATION, INC

ARTICLE 1

NAME AND DOMICILE

SECTION 1. - CORPORATION NAME – The name of this non-stock and non-

profit corporation as set forth in its Articles of Incorporation is the “FIFTH VALLE

VERDE HOMEOWNERS ASSOCIATION, INC.”

SECTION 2. – DOMICILE AND PRINCIPAL OFFICE – The domicile and/ or

principal office of the Association shall be located at 22 Cauliflower St., Valle Verde

5, Pasig City, and the general or special meetings of the members of the Association may

be held either within territorial jurisdiction of Pasig City. Any resolution or action,

however, taken at a duly convoked meeting of the Board of Directors of the Association

in any place within territorial jurisdiction of the Philippines, if reduced to writing and

concurred in by the majority of the Board, shall be valid for all purposes as if the same

had been made and adopted in the domicile and/ or principal office of the Association.

ARTICLE II

MEMBERSHIP

SECTION 1. – MEMBERS – All lot buyers, registered owners and lessees of

house and lot in the area known as the FIFTH VALLE VERDE SUBDIVISION as

defined and bounded in the Article of Incorporation, and such additional or contiguous

areas which in the future may apply for and be accepted by the governing body of this

Association, as members thereof or as included in its jurisdiction, are qualified to and

automatically become members of the Association. Where the real property is registered

however, in the names of the spouses or several co-owners, the husband or the wife or

only one of the co-owners, as maybe, is qualified to become a member of the

Association. A lot and the house situated hereon shall not be placed under separate

ownership or co-ownership or lease. Member-lessor and his lessee shall however be

jointly and solidarily liable for the payment of all dues and assessment due the

Association. Membership in the Association automatically ceases upon the cessation of

the ownership or right of ownership by such member or right of possession in the case of

the lessee, over the lot situated in the FIFTH VALLE VERDE SUBDIVISION as herein

defined. A lessor who is not delinquent in his personal or solidary obligation (with the

lessee) may, at any time, cancel or withdraw the membership of the lessee from the

Association which withdrawal shall be effective immediately upon receipt by the

Association of a written notice thereof from the member-lessor.

SECTION 2. – LIABILITY FOR CAUSES OF ACTION – The members of the

Association agree as a condition of membership that the Association has the right to

institute causes of action against any member for the purpose of enforcing the DEED OF

RESTRICTIONS on the real properties in the subdivision and for violations of such

lawful rules and regulations as may be promulgated by the Board of Directors of by the

Association within the scope of its jurisdiction.

SECTION 3. – ANNUAL MEETING – VOTE OF MEMBERS – The annual

meeting of the members of the Association for the election of directors and for the

transaction of such other business as may properly come before the meeting, shall be held

on the THIRD SUNDAY OF MARCH EACH YEAR EFFECTIVE MARCH 19, 2006,

at 2:30 o’clock in the afternoon, and if legal holiday, then on the next succeeding Sunday

or any day as the Board of Directors may choose as applicable.

An owner-resident shall be entitled to two (2) votes; an owner of a vacant lot shall

be entitled to only one (1) vote; a lessor-owner shall be entitled to only one (1) vote; and

a long term (at least one year) lessee shall likewise be entitled to one (1) vote. An owner-

resident is the one who owns a lot and house in the FIFTH VALLE VERDE

SUBDIVISION and actually resides therein. However, those members who are

delinquent in the payment of their dues and charges fixed by the Board of Directors

pursuant to the powers granted by the Board by the Articles of Incorporation and these

by-laws shall be disqualified to vote in any meeting of the members of the Association. A

member-lessor who cancels and withdraws the membership of his lessee from the

Association shall be entitled to only one (1) vote until he physically recovers the

possession of the premises and actually resides therein where after he shall be entitled to

two (2) votes.

SECTION 4. – SPECIAL MEETING – Special meeting of the Association may

be called at any time by a majority of the members of the Board of Directors or upon the

written petition of at least 20% of the entire membership of the Association. Such special

meetings shall take up only the matters included in the agenda of the said Special

Meeting.

SECTION 5. – PROXY – Any member of the Association may be represented by

a proxy in all meetings of the Association. The proxy must be in writing and signed by

the member who must be non-delinquent and wished to authorize another person to

represent him.

SECTION 6. – QUORUM – The presence of members representing the majority

(50% plus 1) shall constitute a quorum for the transaction of business in all meetings of

the Association. A lesser number of members may adjourn the meeting from time to time

until a quorum is obtained and any matter taken up at such meeting where no quorum is

present shall be valid only if confirmed or ratified in writing by a majority of all

members, unless otherwise provided by law.

ARTICLE III

BOARD OF DIRECTORS

SECTION 1. – COMPOSITION, ELECTION AND TERM OF OFFICE – The

Association shall be governed and its affairs managed and controlled by a Board of

Directors composed of fifteen (15) qualified members who shall be elected by the non-

delinquent members of the Association and who shall hold office for a term of one (1)

year and until their successors are elected.

A Director can not be elected for more than three consecutive terms. In case of

any vacancy in the Board of Directors due to resignation, death or any other cause other

than removal or expiration of term, the Board, if still constituting a quorum, may elect

any non-delinquent member of the Association to serve the unexpired term otherwise,

said vacancies shall be filled by the members at any special meeting or general meeting

of the members.

Any director of the Association may be removed from office by the vote of at

least two-thirds (2/3) of the entire non-delinquent membership of the Association in any

special meeting or general meeting of the Association.

The immediate past President shall be an ex-officio member of the Board of

Directors and may sit in all deliberation’s but without the right to vote.

SECTION 2. – POWERS OF THE BOARD OF DIRECTORS – The Board of

Directors shall exercise all the powers expressly granted by these By-Laws and the

Corporation law and shall do all such lawful acts and things as are not by statute of the

Articles of Incorporation prohibited or by these By-Laws directed or required to be

performed or done by the members of the Association. The Board of Directors shall also

be vested with full powers to enforce existing deed of restrictions in the subdivision and

to adopt such other lawful rules and regulations, with or without penalty, governing the

use and occupancy of real properties in the FIFTH VALLE VERDE SUBDIVISION. The

Board may delegate, in whole in part, such powers as it may deem proper and lawful by

means of a resolution adopted for the purpose, to any director or committee of the Board

of the Association.

The Board of Directors shall have the power to assess each member any

reasonable amount required for the operation and activities of the Association. The

assessment may be made payable annually or at such time as may be fixed by the Board,

and if not paid when due, will constitute a lien on the property junior only to the lien of

the Government for non-payment of taxes and voluntary mortgages on the property.

All contracts, agreements and commitments for and in behalf of the Association

shall be executed and signed under the authority of the Board of Directors by or through

the Chairman or other duly authorized officer of the Association.

SECTION 3. – MEETINGS – The meetings of the Board shall be held in the

principal office of the Association or such other convenient place as may be agreed upon

by a majority of the Directors. The Chairman or any three (3) Directors may call a Board

meeting by means of a written notice made at least two (2) days in advance of the date

such meeting.

Eight (8) members of the Board shall be sufficient to constitute a quorum for the

transaction of the business and the decision of a majority of the said quorum at a Board

meeting shall be valid and binding upon the Association.

The order of business shall be determined by the Board. The meetings of the

Board shall be presided by the Chairman or, in his absence, by the Vice Chairman, or, in

the absence these two (2), by any member of the Board designated by the Directors

present.

Unless otherwise provided for in these by-laws, the members of the Board of

Directors of the Association shall serve without compensation.

ARTICLE IV

OFFICERS

SECTION 1. – OFFICERS OF THE ASSOCIATION – The Officers of the

Association shall be the following: the Chairman of the Board of Directors who shall

automatically become the President of the Association, the Vice Chairman of the Board

of Directors who automatically become Vice President, the Treasurer and the Secretary

and such other officers as may hereafter be appointed by the Board of Directors. The

Secretary of the Association need not be a member of the Board of Directors or of the

Association.

SECTION 2. – THE CHAIRMAN OF THE BOARD OF DIRECTORS AND

THE PRESIDENT – The chairman of the Board of Directors and President shall preside

over all regular and special meetings of the Board of Directors and of the members of the

Association. When presiding in a Board meeting as Chairman of the Board of Directors,

he may cast his vote on all questions brought before the Board. When presiding,

however, at any meeting of the members of the Association, he shall not cast his vote on

questions brought before such meeting except in case of a tie.

Unless the Board authorizes another officer, he shall represent the Association in

all its official transactions and shall sign and execute all contracts and agreements enter

into by the Association pursuant to authority conferred by the Board of Directors by

resolution.

He shall countersign all checks, drafts and order of the payment of money or

against any funds of the Association whenever they may be found or deposited.

He shall appoint and fix the compensation of all the agents and employees of the

Association, subject to the approval of the Board, provided, however, that he may dismiss

or accept resignation of any agent or employee of the Association without prior action on

the part of the Board of Directors.

He shall have general and active management of the affairs of the Association but

he may delegate some or all of his ministerial duties to any other officer or member by

proper instrument in writing.

He shall see to it that the policies and decisions of the Board of Directors and the

resolution adopted in the meetings of the members of the Association are properly

implemented.

SECTION 3. – THE VICE CHAIRMAN OF THE BOARD OF DIRECTORS

AND VICE PRESIDENT – In case of absence, illness or temporary incapacity of the

Chairman of the Board of Directors and President, the Vice Chairman of the Board of

Directors and Vice President if qualified shall assume the powers and perform the duties

of the President.

SECTION 4. – THE TREASURER – The treasurer shall be the financial officer

of the Association and such he shall have custody of all the funds and properties of the

Association.

Subject to the countersignature of the Chairman of the Board of Directors and

President, the Treasurer shall sign all checks, drafts or orders for the payment of money

for the withdrawal of the funds of the Association; and he shall endorse for deposit to the

credit of the Association all checks, drafts, bills and other commercial papers issued or

delivered to the Association, with such banks, and financial institutions as may be

designated by the Board of Directors.

He shall render an annual statement of the assets and liabilities of the Association

for the approval of the Board of Directors for submission to the annual meeting of the

members of the Association, and a statement of his cash accountability at any time that

may be required by the Chairman of the Board of Directors and President or by the Board

of Directors itself.

He shall keep proper books of account and enter, therein a full and accurate

record of all moneys and properties received and paid by him for the account of the

Association.

He shall perform all acts incidents to the position of Treasurer and financial

officer of the Association, subject to the control of the Board of Directors.

At the discretion of the Board of Directors, the Treasurer may be required to file a

bond for the faithful discharge of his duties.

SECTION 5. – THE SECRETARY – The Secretary must be a resident, Filipino

citizen, shall keep a faithful record of all minutes of all meetings of the Board of

Directors and of the members, as well as agreements and contracts authorized by the

Board of Directors. He shall also send notice of all regular and special meetings of the

members and of the Board of Directors.

ARTICLE V

MISCELLANEOUS PROVISIONS

SECTION 1. – FISCAL YEAR – The fiscal year of the Association shall begin

with the first day of January and end of the 31st day of December of each year.

SECTION 2. – ANNUAL STATEMENT – The Board of Directors shall cause

the Treasurer to prepare and submit to the members of the Association, at least fifteen

(15) days before their annual meeting, a statement of the financial condition of the

Association covering the last fiscal year and a consolidated balance sheet showing the

assets and liabilities of the Association.

SECTION 3. – CORPORATE SEAL – The Association shall adopt a corporate

seal containing the name of the Association, the year of its organization and its domicile

or principal office.

SECTION 4. – CERTIFICATE – The Board of Directors shall may in its

discretion prescribe the form of the membership certificate to be issued to members of the

Association which shall be signed by the Chairman of the Board of Directors and

President and countersigned by the Secretary of the Association.

SECTION 5. – GENERAL RULE – The Board of Directors shall have the full

power and authority to interpret those By-Laws and its Board Resolution and its decision

on all questions of interpretation shall be final, binding and conclusive on the members of

the Association.

SECTION 6. – REPEAL AND AMENDMENT ON THESE BY-LAWS – These

By-Laws may be repealed or amended or new By-Laws adopted by the majority vote of

all the members of the Association and by the majority vote of the Directors thereof at the

annual meeting or at any special meeting duly called for the purpose.