Amended Articles of Incorporation
Amended Articles of Incorporation
Amended Articles of Incorporation
PREAMBLE
We, the members of the New Capitol Estates Homeowners Association, Inc., imploring the aid
of Almighty God in order to establish an Association that shall embody our ideals and aspirations,
promote and foster the spirit of friendship and better understanding among our members, secure
for ourselves and our posterity complete and adequate basic community services on security,
health and sanitation, environmental preservation, water supply, recreational facilities, youth
development, anti-drug abuse program, cooperatives and commercial establishments, livelihood
projects, medical and dental health services, programs on Senior citizens and the disabled,
disaster relief and control programs, outreach programs with surrounding communities and
barangay and police affairs liaison, under the rule of law and a regime of truth, reason, justice,
freedom, love, equality and peace, do ordain and promulgate this Constitution and By-Laws.
ARTICLE I
NAME, PURPOSE, SEAL AND OFFICE
SECTION 1. The name of this Association shall be New Capitol Estates Homeowners
Association, Inc., a non-stock, non-profit corporation organized under the laws of the Republic of
the Philippines.
a) To promote the general welfare of the community to the end that the best interest and
well-being of its members shall be maintained and enhanced;
c) To promote and foster the spirit of friendship and better understanding among its
members;
d) To secure for its members and their posterity complete and adequate basic community
services on security, health and sanitation, environmental preservation, water supply,
recreational facilities, youth development, anti-drug abuse program, cooperatives and
commercial establishments, livelihood projects, medical and dental health services, programs
on Senior citizens and the disabled, disaster relief and control programs, outreach programs
with surrounding communities and barangay and police affairs liaison; and
Sec. 3. The corporate seal of this Association shall be in circular form with the Association
emblem in the center, and with the words “New Capitol Estates Homeowners Association, Inc.,
Q.C.” surrounding it.
Sec. 4. The principal office of this Association shall be at the Multi-Purpose Hall located at Juan
Luna St., New Capitol Estates I, a subdivision situated along Commonwealth Avenue, Barangay
Batasan Hills, Quezon City, Philippines.
ARTICLE II
Membership
Section 1. The Unit Owner. The unit owner is such person in whose name the unit (e.g., a
residential lot and/or house within New Capitol Estates I) is titled or, in lieu thereof, the buyer of
record of the unit from the Bliss Development Corporation or its successor-in-interest.
Sec. 2. Regular Members. Every unit owner shall automatically become a regular member of
the Association, whether or not said owner actually occupies the said property. This definition shall
mean to include the spouse, heirs or successors-in-interest of said owner. A membership book
listing the regular members of the Association shall be established and maintained by the
Association.
Only regular members in good standing shall be eligible to run for the Board of Directors of the
Association; Provided, that said regular member running for office is the actual occupant of his
property, and has been so for at least six (6) months prior to the date of elections.
Sec. 3. Special Members. A lessee or legal occupant of a house may be admitted for special
membership with the Association upon application in writing by the homeowner subject to approval
by the Board of Directors of the Association: Provided, that such membership does not violate
existing laws, rules or regulations promulgated by the government of the Republic of the
Philippines or any of its agencies and instrumentalities; Provided further, that the leased property
shall not be used for illegal or nefarious purposes; Provided finally, that said special member shall
assume all the obligations, duties and responsibilities appurtenant to Sec. 5 of Article II (Members
in Good Standing) hereof.
Special members shall, in lieu of the homeowner and subject to Section 2 of Article VI hereof,
be eligible to vote for members of the Board of Directors of the Association. However, they shall
not be eligible to run for such positions, which is a right reserved exclusively for regular members
who actually reside in the subdivision.
Special membership shall cease and be terminated upon receipt by the Association of the
lessor/homeowner’s Notice of Termination or upon expiry of the Lease Contract with the
homeowner, whichever occurs first. The Board of Directors may also terminate the privilege
granted any time if this be in the best interests of the community in general and the Association in
particular.
Sec. 4. Honorary Members. The Board of Directors may, by way of resolution, confer honorary
membership to a non-member who has performed outstanding services to the community.
The honorary member shall be exempt from the payment of dues or fees, and may avail of the
use of the community facilities free of charge. He shall not, however, be eligible to vote or be voted
upon as a member of the Board of Directors.
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Provided, that the total honorary membership shall not exceed five (5) persons at any given
time; Provided finally, that the use and enjoyment of the privilege herein conferred shall not exceed
one (1) year from the date of such grant.
c. He complies with all his duties and obligations as provided under the Articles of
Incorporation, these By-Laws and the rules and regulations of the Association.
d. He has not committed any act inimical to or against the Association or any of its
members, especially in the custody or safekeeping of property or money entrusted to him by
the Association.
Sec. 6. Disciplinary Measures on Members. The Board of Directors of the Association shall
have the sole and exclusive prerogative to discipline and otherwise impose sanctions in such form
and manner as it may deem fit and proper, to any erring Member of the Association; Provided, that
due notice and hearing is given to such member.
Such sanctions may be in the form of cancellation of selective rights and privileges such as the
use of subdivision facilities, delivery of services like collection of garbage, and such other just and
reasonable sanctions, including suspension of membership (and with it the right to vote and be
voted for), and all other legal remedies as provided by law.
The Board shall consider as an aggravating circumstance, in the event of any proceeding
against any member, his previous conviction by a court of justice of a crime involving moral
turpitude as defined by law.
ARTICLE III
RIGHTS AND DUTIES OF A MEMBER
SECTION 1. Member’s Rights. An Association member in good standing shall have the
following rights:
a) To avail of and enjoy community services and the use of common areas and facilities;
b) To inspect Association books and records during office hours and to be provided, upon
request, with annual reports, including financial statements of the Association;
c) To participate, vote, and in the case of Regular Members, be eligible for any elective or
appointive office of the Association subject to the pertinent provisions of Articles II and VI
hereof;
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e) To attend and observe any meeting of the Board; and
f) To enjoy all other rights as may be provided for by this Constitution and By-Laws.
Sec. 2. Duties and Obligations of Members. An Association member shall have the following
duties and obligations:
a) To maintain his good standing by the regular and updated payment of membership fees,
dues and special assessments;
c) To support and participate in the projects, activities and political exercises of the
Association; and
ARTICLE IV
POLITICAL AND ADMINISTRATIVE DELINEATIONS: ZONING
SECTION 1. The New Capitol Estates I Subdivision shall be divided into twelve (12) Zones,
based on common boundaries, common facilities and convenience as shown in the zoning map
described in Annex “1” of this Constitution and By-Laws. Such Zones shall be apportioned and
represented in the Board of Directors as follows:
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Block Lots No. of Total No. of
Zone
No. Covered Units Units Directors
15 28, 1 – 13 14
16 1–7 7
5 17 1–4 4 42 1
18 9 – 16 8
26 28 – 36 9
18 1–8 8
19 1 – 16 16
6 44 1
20 2 – 16 15
26 23 – 27 5
9 10 1
23 1 – 10 10
7 24 1 – 10 10 32 1
25 19 – 21 3
26 37- 44 8
25 1 – 18 18
8 32 1
27 15 – 28 14
20 1 1
9 26 1 – 22 22 43 1
28 21 – 40 20
27 1 – 14 14
10 34 1
29 1 – 20 20
28 1 – 20 20
11 48 1
30 1 – 28 28
31 1 – 24 24
12 36 1
32 1 – 13 12
Total 625 15
The Secretary of the Board shall maintain a census of the all residents based on the foregoing
Zoning, indicating thereon the homeowner, names and ages of the unit’s actual occupants, their
contact numbers, e-mail addresses, and standing status. This listing shall serve as the Voters’ List
during elections to the Board of Directors. Refer to Annex 1, Political Delineations By Zone.
ARTICLE V
FEES AND ASSESSMENTS
SECTION 1. Membership fees. Every regular and/or special member shall, upon effectivity of
these amended By-Laws, pay a one-time membership fee of One Hundred Fifty Pesos (P150.00)
to the Association.
SEC. 2. Monthly Dues. Monthly dues shall be determined by the Board of Directors for Quad,
Townhouses, Flexihomes and commercial establishments to be fixed by the Board according to the
floor areas of individual units. These dues shall be paid in advance to the Association by each and
every regular or special member, as the case may be, within the first five (5) days of the month,
without need of any written demand.
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Sec. 3. Administrative and Operational Expenses. The Board of Directors may also fix a
monthly assessment to defray the association’s administration and operational expenses, as well
as other continuing projects and activities.
Sec. 4. Special Assessments. The Board, through a resolution, may from time to time and
upon consultation with the members of the Association, assess and collect from each member,
reasonable amounts that may be necessary to fund special community projects for the common
good and benefit of the members.
Sec. 5. Adjustments of Fees. Any change or adjustment of the fees herein mentioned shall be
approved by the Board of Directors, taking into consideration the increase in operating costs of
providing basic services to the community.
Sec. 6. Fund Raising. The Board may raise funds for its programs and activities by soliciting
contributions, donations, or such other similar forms of raising funds not contrary to law.
Sec. 6. Sanctions on Delinquent Payments. The foregoing assessments, if not paid when
due, shall be a basis of sanctions the Board may impose against the delinquent members specified
in Section 6 of Article II, hereof. The Board may fix reasonable interest and penalties on
outstanding balances due.
ARTICLE VI
THE BOARD OF DIRECTORS AND ELECTION THERETO
SECTION 1. Composition. – The Association shall be governed and its affairs managed and
controlled by a Board of Directors, hereinafter referred to as the “Board”, which shall be comprised
of fifteen (15) members allocated by Zone according to Article IV hereof, and who shall serve until
their successors shall have been duly elected and qualified.
a) Manner of Election. The members of the Board shall be elected by secret ballot by the
qualified voters in the different zones of the Subdivision as provided for under Article IV of this
Constitution and By-Laws; Provided, that in zones that are allocated one (1) representative, the
candidate with the highest number of votes shall be the Director who shall represent said zone
in the Board; Provided further, that in zones that are allocated two (2) representatives, the two
(2) candidates with the highest number of votes shall be the Directors who shall represent the
zone in the Board; Provided finally, that in zones that are allocated three (3) representatives,
the three (3) candidates with the highest number of votes shall be the Directors who shall
represent said zone in the Board.
b) Who May Vote. Each unit, represented by a Regular or Special Member as the case
may be, shall be entitled to one (1) vote. Qualified voters must be at least eighteen (18) years
old and members in good standing as provided for in Section 5 of Article II hereof.
c) Proxy Voting. Proxy voting shall be allowed as long as the proxy is a relative of the
Member within the first degree of affinity or consanguinity and duly authorized by the member in
writing.
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d) Date of Election. The elections for the members of the Board shall be held every two (2)
years on the second Sunday of April at venues located in each Zone suited for the purpose.
e) Election Overseer. There shall be an Election Committee, the members of whom are to
be appointed and convened by the Board at least one (1) month prior to the elections for
purposes of overseeing the elections; Provided, that in case of a failure by the Board to
convene the Election Committee, the members of the Election Committee during the
immediately preceding election shall motu proprio convene for the purpose of conducting the
elections; Provided further, that the Election Committee thus convened may appoint the
necessary number of members in the event that there are vacancies thereto; Provided finally,
that should there still be a failure of the Election Committee to convene, the applicable rules of
the HLURB on the non-holding or postponement or regular or special elections shall take effect.
The composition, duties and responsibilities of the Election Committee are specified in Sections
I and 2 of Article IX.
Sec. 3. Term of Office. – The members of the Board shall serve for a term of two (2) years. No
member of the Board shall serve for more than three (3) consecutive terms. For purposes of this
Section, the disqualification shall attach to the unit. Voluntary renunciation of his office shall not be
considered as an interruption in the continuity of his service for the full term for which he was
elected.
Sec. 5. Qualifications for Candidates to the Board. – The following shall be required of any
candidate for Director:
a) He must be a Filipino citizen, a regular member in good standing and an actual resident
of his unit for a period of not less than 6 months prior to the date of election.
c) He must be at least twenty one (21) years old on the day of the election; and
d) He must not have been convicted of an offense involving moral turpitude or found guilty
of any wrongdoing by the Association’s Grievance and Adjudication Committee.
Sec. 6. Powers and Functions. – The powers and functions granted to Homeowners
Associations under existing laws shall be exercised, all business conducted, and all properties of
the Association controlled and held by the Board of Directors. It includes the following inherent and
intrinsic powers and functions:
b) To keep and maintain a record of all its approved and adopted Resolutions;
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c) To impose fees and assessments which shall redound to the benefit and welfare of the
members of the Association and the Subdivision as a whole;
d) To promulgate, adopt, and prescribe rules and regulations covering the use, enjoyment
or occupancy of the common areas and properties of the Association with membership in good
standing as a paramount consideration;
e) To enter into any contract, agreement, commitment, for and in behalf of the Association;
f) To acquire, hold, lease, encumber and convey in its own name any right, title to, or
interest in real or personal property subject to consultation with and the approval of the majority
of the members of the Association who are in good standing;
g) To prescribe rules and regulations regarding the occupancy and use of the units of the
Subdivision;
i) To make provisions for public utilities, fire protection, maintenance and repair of streets,
private police protection and other services which may be desirable for the safety and
convenience of the members of the Association;
j) To protect the facilities/utilities turned over by the Bliss Development Corp. to the
Association against any and all forms of encroachment, misuse, intrusion, trespass, illegal
takeover, or any action that serves to prevent, impair or diminish the use of said
facilities/utilities for the benefit of the community.
k) To take appropriate remedial, administrative or legal action against any and all persons
who shall fail to comply with any of the rules and regulations adopted by the Association and/or
in order to promote the welfare of the Association and the community as a whole;
m) To promulgate such rules and regulations consistent with law, the Articles of
Incorporation and/or these By-Laws.
The Board shall, within one (2) years after ratification of this Constitution and By-Laws, pass
resolutions necessary to carry out the foregoing provisions.
Sec. 7. Impeachment. – The following shall be the grounds and procedure for the removal of
any Director:
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a) Three (3) consecutive absences in the regular meetings of the Board without meritorious
excuse or any violation of this Constitution and By-Laws by a majority vote of the Board after
due notice and hearing; or
b) By a petition signed by two-thirds (2/3) of all the members of the Zone which the Director
represents.
Sec. 8. Vacancy. – In the event that any Director resigns, is removed from office, or is
incapacitated, the Board shall appoint his replacement within sixty (60) days from among the
qualified members of the affected Zone.
In the event that any Executive Officer enumerated in Section 1 of Article VII resigns, is
removed from office, or is incapacitated, the Board shall appoint his replacement from among
themselves. The appointee shall serve the unexpired term of the resigned, deceased, or
incapacitated Officer of the Association.
Sec. 9. Meetings. – The meetings of the Board shall be presided over by the President, or in
his absence, by the Vice-President, the Secretary, or Treasurer in that order. Its meetings shall be
held in the principal office of the Association. The Board shall meet on the first Tuesday of every
month.
The President or any five (5) Directors may call for a special meeting by means of a written
notice containing the agenda of the meeting.
Notice of the time and place of the regular or special meeting of the Board shall be served
personally or in such other manner as agreed upon by its members at least one (1) day before said
meeting.
Sec. 10. Quorum. – One-third (1/3) or five (5) members of the Board shall be sufficient to
constitute a quorum to transact business and the decision of the majority of those present in the
meeting shall be valid and binding upon the Association and the members; Provided, that in cases
where the subject matter refers to selling of property, borrowing of money, condonation of assets of
the Association or any integral portion of the subdivision and any action of similar magnitude, a
quorum of a majority of the membership of the Board shall be required.
Sec. 11. Order of Business. – Every meeting of the Board shall have the following order of
business:
f) New business;
g) Unfinished business;
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h) Adjournment.
Sec. 12. Fiscal Year. – The Association’s fiscal year begins on the 1st of May and ends on the
30th of April of the following year.
ARTICLE VII
EXECUTIVE OFFICERS
SECTION 1. Composition. The Association shall have the following Executive Officers:
a) President;
b) Vice-President;
c) Secretary;
d) Treasurer; and
e) Auditor
Sec. 2. Election. On their first meeting, the Board shall elect from among its members said
Executive Officers of the Association and the Chairpersons of the Standing Committees in a
manner agreed upon by them.
Sec. 3. Term. The Executive Officers shall serve concurrently with the Board.
Sec. 4. Succession. In the event the President is indisposed or incapacitated, the Vice-
President shall assume the functions of the President. If both the President and the Vice-President
are not available, the Secretary shall assume the Office of the President.
Sec. 5. Allowances. The members of the Board, Executive Officers, and Chairpersons of the
Standing Committees of the Association shall serve without compensation. They may, however,
receive honoraria and/or allowances as may be determined to be fitting and proper by the Board to
meet the expenses they may incur in the course of fulfilling their duties and responsibilities.
Sec. 6. Power to Contract Services. In line with the provisions of Paragraph e), Section 6 of
Article VI, the Board has the discretion to contract professional services deemed to be necessary
to achieve undertakings made on behalf of the Association. The term of contract of aforementioned
officers shall be co-terminus with the Board of Directors existing on their appointments unless
earlier terminated by majority of all the members of the Board of Directors.
ARTICLE VIII
DUTIES AND FUNCTIONS OF THE EXECUTIVE OFFICERS
SECTION 1. Duties and Functions of the President. – The President shall have the following
duties and functions:
c) To see to it that these committees function properly and coordinate with committee
chairmen towards that end;
d) To call for committee reports and have the Board take action thereon;
f) To ensure that all policies, orders and resolutions of the Board are implemented;
g) To submit an annual report and a duly audited financial report of his administration to the
Association during the annual meeting.
i) To execute contracts, deeds, and all other instruments on behalf of the Association as
authorized by the Board in the form of an approved and adopted written resolution;
j) To have general supervision and control over all the other officers of the Association and
to see to it that their respective duties are properly performed;
k) To review the audited financial statements of the Treasurer and check the records of the
Secretary; and
l) To exercise such other powers and perform such other duties as properly belonging to his
office and as the Board of Directors may from time to time fix or delegate.
a) To exercise the powers and perform the duties of the President during the absence or
incapacity of the latter for any cause;
b) To exercise the powers and perform the duties that the President may delegate to him;
and
c) To perform such other duties as the Board may, from time to time, assign to him.
a) To keep all records of the Association, including all correspondences, papers, Board
Resolutions, Minutes of the meetings of the Association and the Board of Directors, officers list,
attendance records, contracts, the Rolls of Members, showing their residence, office addresses
and telephone numbers and so forth;
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c) To fill up and countersign certificates of membership issued;
d) To give or cause to be given, all notices required by law or by this by-laws, as well as
notices of all meetings of the Board of Directors or of the Association.
f) To endorse and ensure the proper turn-over of all correspondences, papers, resolutions
documents and minutes of the meetings of the Board within seven (7) days from the election of
the incoming Secretary;
g) To perform such other duties and functions as the President and the Board of Directors
may prescribe.
a) To have the custody of and be responsible for all funds, securities, monies, copies of
contracts, and other properties of the Association and keep a complete and accurate record of
receipts and disbursements of all financial transactions;
b) To be responsible for the collection of all fees, dues and other financial obligations of the
members accruing to the Association;
c) To ensure that all disbursements of the Association funds are supported with duly
accomplished vouchers duly signed by responsible officers of the Association;
e) To deposit the Association funds in the name of the Association in such bank as may be
designated by the Board, and shall have on hand a petty cash fund necessary to meet
immediate needs of the Association as shall be determined by the Board;
f) To counter-sign checks and withdrawal receipts from the bank accounts of the
Association consistent with the safeguards imposed by the Board of Directors for the purpose,
and account for all such receipts and disbursements;
g) To disburse the corporate funds with due diligence, and only upon due authority given
thereof;
h) To prepare and submit monthly financial reports to the Board of Directors and submit
audited annual reports to the Association;
i) To be bonded in such sum and with such surety as may be fixed by the Board of
Directors;
k) To endorse and ensure the proper turn-over of all financial and non-financial records of
the Board within seven (7) days from the election of the incoming Treasurer;
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l) To perform such other duties as may be required by law or prescribed by the President
and the Board of Directors.
a) To conduct regular audit / accounting of all financial and non-financial transactions of the
Association, such auditing / accounting to be reported every month during the regular meeting
of the Board;
d) To perform such other duties as the Board of Directors may from time to time fix or
delegate.
ARTICLE IX
COMMITTEES
SECTION 1. – Except for the Election Committee, all chairmen of the standing committees shall
be appointed by the President from among the members of the Board. The committee chairman in
turn shall have the authority to appoint the members of his committee, subject to the approval of
the President. The committees shall meet regularly as a deliberative body and shall submit
semestral reports on their undertakings to the President.
The members of the Election Committee shall be composed of regular members of known
probity and independence; Provided, that no candidate or incumbent Director may be a member of
the Election Committee; Provided finally, that no member of the Election Committee shall be
related to any candidate from his specific Zone, or have any vested interest whatsoever in the
outcome of the elections.
Each of the twelve (12) Zone Members of the Election Committee are authorized to deputize no
more than two (2) members to assist in the conduct of elections within their respective Zones.
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Sec. 4. Peace and Order Committee. – It shall be primarily charged with the maintenance of
peace and order in the subdivision and ensuring the safety and security of its residents on a 24/7
basis. It is tasked to monitor on a daily basis the security situation in the subdivision and, upon
consultation with the Executive Officers, provide appropriate guidance to the contracted security
service provider. It shall also come up with the subdivision’s Security Manual, reviewing it from
time-to-time for any required updates and/or amendments, and adopt community crime prevention
and public safety programs. Its duties shall include taking measures for efficient vehicular and
pedestrian traffic, as well as organizing disaster brigades.
It shall plan and recommend construction projects to improve the community’s physical plant,
and shall have supervisory authority over all such projects undertaken by the Association.
Sec. 10. Audit Committee. – This committee shall be responsible for preparing the
Association’s annual financial statement and all the required supporting documents on its
operations during the preceding accounting period, which are to be submitted to the HLURB. It
shall be composed of the President as its chairman, and the Treasurer and Auditor as members.
Its operations shall be guided by pertinent rules and regulations that the HLURB may set forth. The
Audit Committee is authorized to engage the services of whatever professionals may be required
for these purposes.
Sec. 11. Ad Hoc Committees. The Board of Directors may, from time-to-time, create Ad Hoc
Committees as the need arises.
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ARTICLE X
GENERAL ASSEMBLY
SECTION 1. The annual General Assembly of all members of the Association shall be held on
the first Saturday of March within the premises of the main subdivision park.
Sec. 2. Special meetings of the members of the Association may be called by the President or
by a majority of the members of the Board; Provided, that at least ten (10) per centum of the
members of the Association in good standing may, in writing, petition the Board to call a special
meeting of the members.
Sec. 3. Written notice stating the date, place, time and the specific Agenda of the meeting and
in case of special or an annual meeting at which business requiring special notice is to be
transacted, shall be delivered to each member not less than five (5) days before the date of the
meeting.
Sec. 4. The order of business of the Annual General Assembly shall be as follows:
a) Proof that the required notice of the meeting have been made;
b) Reading of the minutes of the previous meeting;
c) Financial report of the Treasurer; and
d) Report by the President on the accomplishments and proposed projects of the Board.
The order of business at any meeting may be changed by a vote of a majority of the members
present.
Sec. 5. Each zone shall conduct annual zone assemblies which shall be facilitated by the
respective zone representative/s.
ARTICLE XI
AMENDMENTS
This Constitution and By-Laws may be amended or revised, upon the resolution of two-thirds
(2/3) of all the members of the Board and duly ratified by a majority of the members of the
Association in a plebiscite called for the purpose.
ARTICLE XII
GENERAL PROVISIONS
Wherein this Constitution and By-Laws may be silent, the applicable laws and the subsequent
implementing rules and regulations provided by the proper regulatory agencies, primarily the
HLURB, shall apply.
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ADOPTED THIS 11th day of May, 2009 at Quezon City, Metro Manila, Philippines.
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ANNEX 1: POLITICAL AND ADMINISTRATIVE DELINEATIONS BY ZONE