Article I -- Name and Domicile
Section 1. The name of the association shall be POSTAL SERVICES Mutual Benefit Association (PSMBAI), Incorporated, hereinafter referrecl as The Association.
Section 2. The principal office of The Association shall be at Metro Manila.
Article II -- Aims and Purposes
The aims and purposes of The Association are:
To provide tremendously more benefits to members.
To provide insurance, retirement, investments, and savings (IRIS) benefits to members and their families.
To cultivate the habits of thrift, industry and savings among members;
To provide financial, material aid and comforts to members and their families in case of losses, disability, necessities, unemployment, old age, as may be authorized by statutes or regulations prescribed by competent authority;
In general, to do such acts and things and to undertake such activities not otherwise prohibited by law that are calculated to help members and their families and necessary for the achievement of the aims and purposes for which The association has been organized.
Article III -- Membership
Section 1. Membership in the association shall be open to all officials and employees of the Philippine Postal Corporation and its subsidiaries in the active, separated and retired status and their families and relatives by affinity or consanguinity.
Section 2. Membership shall be voluntary and by application to and approval by the Board of Trustees. Such membership shall be effective on the date of payment of the first monthly contribution.
Article IV -- Obligations of Members
Each member shall pay the membership fee as determined by the Board of Trustees and the monthly contributions required for the benefits applied for.
Article V-- Beneficiaries
Section 1. Each Member shall designate the person or group of persons as beneficiary(ies). In the absence of such designation, the beneficiary(ies) listed in the Personnel File (201-File) of the Member shall apply.
Section 2. When the conditions in the preceding Section 1 do not apply, Member's death benefits and other amounts accruing to his estate will be disposed in accordance with the Law of succession.
Article VI -- Benefits, Rights and Privileges of Members
Section 1. To receive the benefits applied for.
Section 2. To enjoy such privileges as the Board of Trustees shall prescribe from time to time.
Section 3. To vote in person or by proxy and be voted as members of the Board of Trustees.
Section 4. To participate in all meetings of the General Membership.
Article VII -- Termination and Expulsion of Members
Section I. The membership of a Member shall be terminated upon any of the following reasons:
a. Voluntary withdrawal; and
b. Failure to pay any contribution due within the extended time of the grace period.
Section 2. A Member shall be expelled from and his membership terminated in The Association:
a. Upon being found, by the properly constituted authorities, to be working against the interest of The Association; and
b. Upon the final conviction by any court of justice for a crime involving moral turpitude.
Article VIII -- Sources and Separation of Funds
Section 1. The funds and income of The Association shall come from the following sources:
a. Contributions of Members,
b. Earnings from Investments,
c. Savings in Insurance, and
Section 2. The funds of The Association shall be divided into separate funds as follows:
a. Benefit Fund consists of the individual retirement and savings Accounts of all Members. This Fund, also called Equity Fund, comes from the Contributions of Members net of Expense Allowance and Insurance Cost Allowance. In addition, this Fund comes from the Earnings from Investments and Savings in Insurance.
b. Investments Fund is the Benefit Fund itself in its aggregate and cumulative amount. This Fund is invested as stated in the investments program in the BENEFITS PLAN of the Association mainly in loans to the members. Amounts on this Fund, not immediately needed for loans, shall be invested in short-term interim placements in order to optimize earning of this Fund. The earnings of this Fund during the year are allocated at yearend to the Individual Retirement and Savings Accounts of all Members.
c. Insurance Fund consists of the Insurance cost deducted from the contributions of members. The fund shall pay the reinsurance costs and claims for insurance benefit of those on a Association's self insured basis during the year. The savings in Insurance of this Fund during the year are allocated at year end to the Individual Retirement and Savings Account of all members.
d. General Fund consists of the ten percent (10%) Expense Allowance deducted from the Contributions of Members and the five percent (5%) of the installment repayment in benefit, welfare and provident activities. The General Fund shall pay the operation and management services of The Associations including expenses incidental to the functions of the Board of Trustees.
Article IX -- Investments
Section 1. The Investments Fund shall all be invested in the Investments Program in the Benefits Plan.
Section 2. The idle amounts of the Investments Fund shall be invested, only on an interim basis in short-term placements in Government and Money Market securities.
Article X -- General Membership Meetings
Section 1. 'The General Membership shall hold its annual meetings at the Head Office of The Association at the Post Office Building, Liwasang Bonifacio, City of Manila or at any place designated by the Board of Trustees on, the second Saturday of April each year. At these meetings, the members of the Board of Trustees are elected and the President shall render the Annual Report of the Association to the General Membership.
Section 2. 'The presence of Members in person or by proxy constitutes a quorum to conduct business and affirmative assent of the majority of the General Membership present at a meeting shall be necessary to pass a valid resolution, except when required by law otherwise.
Article XI -- Elections
Section 1. The members of the Board of Trustees shall be elected by plurality vote by the General Membership in an annual meeting which will be held at the Head Office of The Association at the Post Office Building, Liwasang Bonifacio, City of Manila or at any designated place by the Board of Directors.
Section 2. Immediately after their election, the elected trustees shall organize by electing the officers of The Association. The elected trustees and officers will assume office immediately.
Section 3. Voting shall be held by secret ballot on a one-member, one-vote basis either in person or by proxy provided that votes of absent Members shall be cast by the Presiding Officer.
Section 4. Candidates for the members of the Board of Trustees shall be nominated on the floor.
Section 5. At least sixty (60) days before the election the Board of Trustees shall create a Committee on Elections of three (3) members who shall manage the conduct of elections.
Section 6. Members of the Committee of Elections shall not be eligible as a candidates to the Board of Trustees during the meeting.
Section 7. 'The Committee on Elections shall promulgate rules and regulations to govern the conduct of elections. It shall, among other matters pertinent to the holding of election, pass on the qualifications of candidates, prepare and issue ballots, supervise the voting, canvass the votes and proclaim the winning candidates. 'The results of the elections duly certified by the committee shall be final.
Section 8. At least sixty (60) days before the election, the Members shall be so informed by a notice thru two(2) nationally circulated newspapers.
Article XII -- Board of Trustees
Section 1. There shall be nine (9) members of the Board of Trustees who shall be elected in the manner herein provided and serve for one year from the date of their qualification until their successors shall have been elected and duly qualified.
Section 2, Any vacancy occurring in the Board of Trustees, other than by removal by the members or by expiration of term, may be filled by the vote of at least a majority of the remaining trustees if still constituting a quorum. Otherwise, said vacancy must be filled by the members in a special meeting called for the purpose. A trustee so elected shall hold office only for the unexpired term.
Section.3.. Trustees shall be entitled to reasonable per diems and allowances as fixed by the General Membership prior to receiving them.
Section 4. A member of the Board of Trustees in office, except as required by law, shall not be employed in the Association and until one ( 1) year has elapsed from the end of tenure.
Section 5. A Trustee may be removed from the office for cause by a vote of two-thirds of the General Membership in a special meeting called for the purpose upon petition of a majority of the General Membership.
Article XIII -- Powers and Duties of the Board of Trustees
Section 1. The Board of Trustees, upon the recommendations of the management staff, shall perform the following powers and duties:
a. Direct., supervise and control the business affairs, property and funds of The Association and shall adopt such rules and regulations that are not inconsistent with law and this By-Law for the management and the guidance of the officers, employees and members of The Association;
b. Approve / disapprove applications for membership;
c. Approve all kinds of assistance to Members;
d. Approve all contracts, investments and indebtedness of the association;
e. Enter into any obligation or contract essential to the attainment of the purposes for which The Association was organized;
f. Approve from time to time the organization structure and rules and regulations for the operation of The Association;
g. Suspend, dismiss or penalize any officer or employee for violations of rules and regulations duly promulgated, misconduct and any other acts inimical to the interest of The Association;
h. Appoint and fix the salaries and other remunerations of the officers and employees of The Association;
i. Engage the services of independent. accountants, auditors and such other specially qualified persons in the operation of The association;
j. Perform such other duties as the membership may from time to time authorize in accordance to laws; and
Section 2. The members of the Board of Trustees are, in the discharge of their respective duties, personally, jointly and severally responsible for any transaction, act or omission made in violation of law, rules and regulation, this By-Laws, or resolution of the general membership, except those who entered a protest or contrary view and refused to be a signatory at the time when such transaction, act or omission was acted upon.
Section 3. The Board of Trustees is the policy determining body of The Association.
Article XIV -- Officers of the Association
Section 1. The Board of Trustees shall elect by majority vote of the officers of The Association consisting of a Chairman, a Vice-Chairman, President, an Executive Vice-President, Secretary, Treasurer and Auditor, whose powers and duties shall be as hereinafter provided and as Board of Trustees shall from time to time determine in conformity with the provisions of this By-Laws.
Section 2. The Board of Trustees may elect other officers needed by The Association.
Article XV -- Powers and Duties of Officers of Association
Section 1. The Chairman shall have the following powers and duties:
a. Call and preside over meetings of the Board of Trustees and the General Membership;
Section 2. The Vice-Chairman shall act as the Chairman in the absence of the latter.
Section 3. The President and Chief Executive Officer (CEQ), Shall have the following powers and duties:
a. Execute all laws, rules and regulations, provisions of this By-laws and order of the Securities and Exchange Commission and the Insurance Commission, as well as policies and decisions of the Board of Trustees;
b. Sign all contracts entered into for and behalf of The Association;
c. Sign all papers, receipts, drafts, checks, payrolls and vouchers of Tile Association;
d. Represent The Association in its relations to other corporations and companies.
e. Sign all minutes of The Association in general and special meetings and to furnish the, Securities and Exchange Commission copies thereof;
f. Submit an annual report of management at the general membership meeting of The Association;
g. Delegate any of the above powers and duties to other officers with the approval of tile Board but the responsibility still remains with the President;
Section 4. The Executive Vice-President, who is also the Chief Operating Officer (COO) and General Manager, is the primary assistant, to the President. If qualified, he shall assume the office and functions of the President in case of the latter's incapacity, illness, absence or demise until a successor is elected. He shall also perform such duties as the Board of Trustees and the President may prescribe.
Section 5. The Secretary, who shall be a citizen and resident of the Philippines, but may not be a member of the Board of Trustees, shall have the following powers and duties;
a. Keep all records of The Association, minutes and such other papers.
b. See to it. that all notices of meetings are duly sent and received by the Board of Trustees and members of The Association;
c. certify and attest all minutes, records and proceedings of the Meetings of The Association;
d. Keep all records of the names of all members, requirements of membership, deeds and inventories of records and reports.
Section 6. The Treasurer, who may not be a member of the Board of Trustees, shall have the following powers and duties:
a. Issue receipts for all money and property received by him;
b. Sign with the President and other officers designated by the Board of Trustee all checks, drafts, vouchers find such other instruments covering disbursements and withdrawal of funds of The Association;
c. Collect all fees, dues and issue receipts for the same from all members;
d. Deposit in banking institutions, designated by the Board of Trustees, all funds belonging to The Association;
e. Keep books for the funds and property of The Association;
f. Make an inventory of the funds and property of The Association and render a report based thereon within the month of January of every year; and
g. To put up a bond as may be required by the Board of Trustees.
Section 7. The Auditor, who shall be a citizen and resident of the Philippines, shall have the following powers and duties:
a. To audit the books and transactions of The Association;
b. Examine the management of The Association with the end in view of increasing efficiency, reducing operational costs, minimizing idle capital and maximizing dividends for distribution to the members.
Article XVI -- Corporate Reserves and Liabilities
Section 1, The Association shall accumulate and maintain, out of the periodic dues collected from its members, sufficient reserves for the payment of claims or obligations for which it shall hold funds in securities satisfactory to the Insurance Commissioner consisting of bonds and other securities of the Government of the Philippines, or any of its political subdivision and instrumentalities.
Section 2. The Board of Trustees shall, in the event that the reserve as to all or any class or certificates becomes impaired, may require that there shall be paid by the members out of their accounts equitable proportions of such deficiency as ascertained by the Board, and the membership certificates of the defaulting members and shall draw interest not to exceed five percent (5%) per annum compounded annually.
Section 3. The reserve liability shall be established in accordance with actuarial procedures and shall be approved by the Insurance Commission.
Article XVII -- Management of the Association
Section 1. .The Board of Trustees shall manage The Association through the Provenor Actuarial & Management company, Incorporated. The management shall provide the Association the Actuarial Compliance Certification and all related documents mandated by the Securities and Exchange Commission (SEC), Insurance Commission (IC) and the management staff, and service The Association with the specially designed and customized state-of-the-art computer programs which would 'operationalize' the aforesaid Benefits Plan.
Section 2. The Management.. shall employ qualified retired Members and dependents of Members. The Management shall maintain utmost transparency and aim to maximize benefits that will accrue to the Members in order to optimize the impact of these benefits on their work performances in attaining the Missions of the Philippine Postal Corporation.
Section 3. The fee for the management. services shall be what is left in the General Fund after the payment for salaries, allowances, management information services, computerization, communications, equipment, furniture supplies, transportation, studies, and, research and development for providing quality management services to The Association, including all expenses incidental to the functions of the Board of Trustees and the General Membership.
Section 4. The period of engagement is indefinite. On the initiative of either party this engagement may be terminated for cogent reasons within the cognizance of the insurance Commission.
Article XVIII -- Dissolution & Suspension of operation
Section I, The Association may be dissolved upon any of the following reasons:
a. By the expiration of the term for which The Association was organized unless extended; and
b. By two-thirds (2/ 3) votes of the members of the General Membership in a meeting called for the purpose.
Section 2. Upon dissolution, all fixed assets of The Association shall be sold at public auction to the highest bidder, and proceeds thereof and all other cash assets shall be allocated to the Individual Savings Accounts of the outstanding members of The Association.
Section 3. The Board of Trustees may suspend business operations of The association in time of war and other force majeure situation.
Article XIX -- Fiscal Year
The Fiscal Year of the Association begins on the 1st day of January and ends on the 31st day of December every year.
Article XX -- Amendments
This By-Laws may be amended or repealed by the affirmative vote of a majority of the Board of Trustees, and of the members in a majority called for the purpose.
Article XXI -- Corporate Seal
The association shall adopt a corporate seal in the design approved by the Board of trustees.