ACADEMIC LIBRARIES BOOK ACQUISITION SYSTEMS ASSOCIATION, INC.
ALL MEN BY THESE PRESENTS:
the undersigned constituting and being the majority of the ACADEMIC LIBRARIES
BOOK ACQUISITION SYSTEMS ASSOCIATION, INC., do hereby adopt the following code
PURPOSES --The purposes of this Association are those set forth in its
Articles of Incorporation. This Association shall exist primarily to provide
maximum service to its members and not for profit.
ARTICLE II. MEMBERS AND PATRONS
1. MEMBERSHIP QUALIFICATIONS --Membership in this Association shall be
without restriction as to religion, political or other affiliation to any
educational institution duly recognized by the government represented by the
chief librarian or his/her authorized representative of the said institution
particularly in the Visayas and Mindanao, and other institutions represented by
the librarian of said institution, whom the Board of Trustees may admit from
time to time who can make use of the service, who subscribe to its aims and
purposes and who agree to abide by its by-laws (as amended on May 24, 2001).
Section 2. APPLICATION FOR MEMBERSHIP --The application for membership
shall be made in writing on a form provided for the purpose and shall be
presented to the Board for action on its regular/special meeting. The
application shall be accompanied by a minimum contribution of P2,500.00 which
amount shall be returned to the applicant in case of rejection. The membership
fee may be increased by the majority vote of the members in a special or annual
meeting as circumstances and necessity demand. The by-laws shall be amended
accordingly subject to the approval of the SEC (as amended in May 24, 2001)
applicant rejected by the Board may appeal his case to the next General
Assembly by giving notice to the Secretary of the association thirty (30 days)
before the next General Assembly. The decision of the Assembly shall be final.
applicant shall become a full member with voting privileges only after he has
completed the probationary period of three (3) years. (as amended March 29,
1974 further amended on May 24, 2001).
Section 2A. CLASSIFICATION OF MEMBERS. Members
shall be classified as follows;
A) Charter members
are the thirteen incorporating schools that organized the association in 1973.
B) Active members are non-charter members that have attended regularly the
annual general assembly and have fulfilled their pledge of purchasing library
books and materials yearly through the association, meeting the minimum quota
requirement of at least P500,000.00 for university libraries, P300,000.00 for colleges and P100,000.00 for
basic education and for all other non-educational libraries. (as amended on May
24, 2001 further amended on May 29, 2007).
Active members who fail to comply with the conditions of patronage and
attendance shall be automatically dropped from membership. (as amended on May 24, 2001).
Members who have been dropped may be
readmitted as new members by complying with all the requirements of the new
members (as amended on May
12, 1986 further amended on May 24, 2001)
3. RIGHTS AND DUTIES OF MEMBERS -- Every member must obey the rules and
regulations of the Association as set down in these By-laws and the decisions
of the General Assembly and the Board. He must abide by the regulations
promulgated by the Securities and Exchange Commission and help promote the aims
and purposes of the Association, the success of its business and the welfare of
3-A. PRIVILEGES OF MEMBERS
- Charter members:
a) All the privileges of an active member;
b) Perpetual membership i.e., they may not be dropped from the Association
- Active members;
a) bigger discounts on indent orders;
b) complete voting rights on all issues that affect the members
c) participation in projects initiated by the association;
d) free registration for the school’s official representative at ALBASA
sponsored seminar for as long as funds allow ( amended on May 24, 2001).
e) Preference in the distribution of the associations liquidating assets
in proportion to the total patronage of the school subject to the
limitations provided for by law. (as amended on May 12, 1986)
4. LIABILITY OF MEMBERS --Members shall not be liable for any
indebtedness to the Association, except to the extent of the unpaid amount of
their obligations. Members, may however, expressly agree in writing to bind
themselves jointly and severally for such debts in any particular transaction
entered into by any between the Association and third party. Only such members
as have so agreed to be bound shall be held liable.
5. DISSOLUTION OF A MEMBER AND RIGHTS OF SUCCESSION --The dissolution of
a member shall be considered withdrawal from membership with no right to elect
as successor. (as amended on March
6-A. -- WITHDRAWAL OR EXPULSION -- A member may withdraw from the
association effective at the end of any fiscal year by giving a minimum of 60
days notice, with approval of the board.
of membership, whether thru voluntary withdrawal or expulsion from the
association shall forfeit the membership fee and whatever other benefits in
favor of the association. (as amended on May 24, 2001).
6-B GROUNDS FOR EXPULSION -- The following are the grounds which may
serve cause for the corporation to expel a member, provided that such expulsion
be heard and agreed upon by at least 2/3 of the membership in a meeting called
for that purpose.
ATTENDANCE --Any member who fails to attend three (3) consecutive assemblies,
meetings special or otherwise, provided that such member be duly notified and
said absence be recorded in the corporate log book.
violation of Article 2 Section 2-A, paragraph (b) on patronage.
any violation of the provision of these by-laws, the rules and regulations of
this Association by the member whether attempted, frustrated or consummated be
expelled from the Association by a vote of a majority of the members entitled
to vote in a special or regular General Assembly, provided that the members
against whom the charges are to be made shall be informed thereof in writing at
least ten days in advance of the Assembly and shall be given opportunity to be
heard in said Assembly, (as amended on May 24, 2001)
ARTICLE III. GOVERNMENT
1. MEMBERSHIP CONTROL --Final and supreme authority resides in the
General Assembly. The Board and such committees as may be elected by the
General Assembly or appointed by the Board shall administer the affairs of the
2. RIGHTS AND LIMITATION OF GENERAL ASSEMBLY --The General Assembly has
both the right and the responsibility to elect trustees and members of
committees and to remove them from office for cause, to hear and pass upon the
reports of the trustees, officers and committees which are responsible to the
members and subject to legal restriction, to make the final decisions regarding
any drastic changes in financial policies, to act as the final arbiter in any
dispute or disagreement which may arise between the board and any committee or
officer or individual member, to determine what amendment shall be made in the
by-laws and to exercise its final authority in all other matters virtually
affecting the Association.
3. FISCAL YEAR --The fiscal year of the Association shall be from May
1st of every year to April 30th of the following year. (as amended on January 24, 1980).
4. QUOROM AT GENERAL ASSEMBLY -- One half plus one of the members
entitled to vote shall constitute a quorum for the transaction of business at
any regular or special General Assembly save in those cases where the
Corporation Law requires an affirmative vote of a greater number.
5. ANNUAL GENERAL ASSEMBLY -- The annual general assembly shall be held
every third week in the month of May of every year at the principal place of
business in Cebu City (as amended on January 29, 1980, May 24, 2001 and further
amended on May 29, 2007).
6. SPECIAL GENERAL ASSEMBLY -- A special General Assembly shall be
called at any convenient date, time and place upon the call of the president,
or by the order of the majority of the members of the Board, or upon the
written request of at least 10 percent of the total members, such request to
state the date, time and purpose of the Special General Assembly.
7. NOTICE AND PLACE OF GENERAL ASSEMBLY -- Written notices of all
meetings shall be served by the Secretary personally or through an agent or by
mail, upon each member entitled to vote at his last known post office address
at least 10 days prior to the general assembly. Such notice shall state the
purpose, time, date and place of the assembly. It shall be held always in the
present office of the Association unless the Board shall order otherwise.
8. VOTING --Only charter and active members shall be qualified to vote
in the election for trustees during the annual general assembly. (as amended on
May 12, 1986)
member shall be entitled to more than one vote in all voting occasions,
regardless of the amount contributed to the Association. Voting by proxy shall
be permitted but no voting agreement or other device to evade the
one-member-one-vote rule shall be enforceable.
of trustees and Committee members shall be by secret ballot. Action on all
matters shall be by “aye” or “nay”, or by a rising vote, as the majority of the
members present may decide.
Committee on Election, consisting of three members, shall be appointed by the
presiding officer from among the members who are not candidates. The members of
the Committee shall choose the chairman and shall be sworn to the faithful
performance of their duties in accordance with established election practices
to insure clean and orderly elections.
the appreciation of ballots cumulative voting shall be disregarded and a vote
for each trustee or committee member shall be counted as one vote.
other formalities & machinery for the conduct of voting not provided in
these by-laws shall be determined by the general membership.
9. ORDER OF BUSINESS --The order of business of the annual general
assembly shall be as follows:
b) Proof of due notice of meeting;
c) Approval of minutes of last General Assembly;
d) Reports of trustees (including the annual-financial and operating
statements); officers & committees;
e) Consideration and approval of the annual budget;
f) Unfinished business;
g) New business;
h) Election of trustees and committee members; and
10. REFERENDUM -- Upon demand of not less than two-fifths of the entire
Board, any matter that has been approved or passed by the Board may be referred
to the members entitled to vote, for decision at the next annual or special
General Assembly called for the purpose, and a vote of the majority of all the
members entitled to vote shall settle the matter.
11. BOARD OF TRUSTEES, ELECTION AND NUMBER -- The Association shall be
managed by a Board consisting of five (5) trustees, all of whom shall be
elected by the members entitled to vote at the annual general assembly. They
shall serve for a term of office of two(2) years from and thereafter or until successors are duly
elected and qualified, with no re-election immediately following their term for
a period of one (1) year. Provided that in the first election from this
amendment the first two(2) highest votes shall serve for a term of two (2)
years 3rd, 4th and 5th highest vote shall
serve for a term of two (2) years, and that every year thereafter, only vacancy
in the Board shall be filled during the election. (as amended on March 29, 1974
and May 24, 2001 further amended on May 28, 2013)
12. QUALIFICATION OF TRUSTEES AND COMMITTEE MEMBERS. Any member of the
association who has acquired the right to vote and who does not possess any of
the disqualifications provided in the regulations of these by-laws shall be
eligible to the position of trustees or committee member provided he possess
the following qualifications.
a) That he must
have been a member of the Association for at least three years prior to the
election, except during the first election after registration, (as amended on
May 24, 2001)
b) That he must have been regularly patronizing the business of the Association
for at least three years and one year prior to the election. (as amended on May
c) That he must have paid in full the
minimum contribution required for membership
d) That he must not be delinquent in the payment of his accounts, and
e) That he must have sufficient time and willingness to perform his duties.
f) That he must not be an inactive member as defined under Art. II, sec.2-A.
(as amended on May 12, 1986)
paid employee shall serve as Board or Committee member. Any trustee, officer or
Committee Member who is found delinquent, after proper hearing, in the payment
of his accounts with the Association automatically forfeits his office and the
Board shall have the right to declare his position vacant and to fill the
13. ELECTION OF OFFICERS BOARD MEETINGS -- A meeting of the newly
elected board shall be held within 10 days after the annual general assembly to
elect among themselves the President, Vice-President, Secretary, Treasurer, and
Auditor. (as amended on May
the Board shall meet at least semi-annually, provided that special meetings of
the board may be called by the president or majority vote of the members of the
board who may sign the call for the special meeting.
of regular and special meetings of the board shall be served by the secretary
in writing to each member at least five days before the date of meeting. (as
amended on March 29, 1974
and further amended on January
14. QUORUM AT TRUSTEES’ MEETING -- One half of the members of the Board
plus one shall constitute a quorum for the transaction of the corporate
business of the Association, and every resolution of the majority of the quorum
duly assembled in a meeting shall be valid as a corporate act.
15. VACANCIES IN THE BOARD OF TRUSTEES -- When vacancy in the board
occurs, other than by removal or expiration of term, the remaining members, if
constituting a quorum and by majority vote, in an election, shall fill the
vacancy for the duration of the unexpired term of the replaced member
institution (as amended on January 24, 1980 and further amended on May 24, 2001.)
16. REMOVAL OF TRUSTEES AND DISQUALIFICATION OF TRUSTEES AND OFFICERS --
The members of the board may be removed by a vote of 2/3 of the members
entitled to vote at an annual or special general assembly, after having been
given the opportunity to be heard at said assembly.
trustee or officer of the association shall automatically vacate his office if
he participates in the profits of any outside firm or person dealing with or
doing business with the association, if he becomes bankrupt or insolvent, or if
he violates any of the provisions of these by-laws, the membership decision,
the rules and regulations promulgated by the Securities and Exchange
Commission, or if he commits any act injurious or prejudicial to the interests
and welfare of the Association.
no trustee or officer of the association shall engage in the business which
competes with the business of the association. (as amended on January 24, 1980)
17. DUTIES AND RESPONSIBILITES OF TRUSTEES -- The board shall have general
supervision and control over the business, property, fund and affairs of the
association and shall adopt such rules and regulations as are not inconsistent
with law, with its charter and these by-laws for the management of the business
and the guidance of the officer, employee and members of the Association.
board shall in all its actions be guided by and be under the control and
direction of any regular or special general assembly. It shall consult,
cooperate with and act on the recommendation of the business manager and
committees created by the general membership or by the board itself, and the
board shall coordinate the Association’s activities to arrive at a successful
fruition of the aims and purposes of the Association.
board shall act for the association and be responsible for the performance
among others, of the following duties.
1. To enter into
obligations or contracts essential to the purpose for which the association was
2. To select one or more banks to act as depositories of the funds of the
association and to determine the manner of receiving, depositing and disbursing
such funds, and the persons or officers who may disburse such funds and sign
3. To update recording of all business transactions, to provide for its regular
examination by competent outside auditors, and present to the members at stated
periods statements of operations and the financial condition of the
Association. (as amended on May
4.To appoint and discharge a manager for cause and fix his responsibilities,
powers and remuneration. The manger shall hold office on good behavior and
shall not be required to submit a courtesy resignation despite changes in the
composition or the board.
5. To act upon all applications for membership and with membership withdrawal.
6. To provide, when circumstances so require, adequate insurance of the
property of the association and those that may be consigned to it for which the
association may be held liable.
7. To formulate organizational and business policies of the association and
ensure implementation of such in accordance with the by-laws of the
association. (as amended on May
8. To determine major steps in business activities and expansions, including
borrowing of money, which shall be subject to the limitation provided in this
9. To determine and declare, whenever proper, returns or interest on capital
furnished by the members;
10. To perform such other duties as the membership may from time authorize and
those that are required by law. (as amended on March 29, 1974)
members of the board shall, in the discharge of their respective duties, be
personally responsible jointly and severally for any transaction, act or
omission made in violation of law, the regulations, these by-laws, the
resolution of the general membership, except those who entered a protest at the
time when such transaction, act or omission was acted upon.
18. COMPENSATION OF TRUSTEES, OFFICERS AND COMMITTEE MEMBERS -- Trustees
shall not receive regular compensation for their services to the association.
Their service shall be essentially gratuitous. They may be allowed, however,
reasonable per diem allowance for the time they are in actual attendance of
meetings of the board, the amount to be determined by the general assembly.
They may also be allowed such other necessary and reasonable expenses actually
incurred by them in attending meetings of the board. Members of committees
created by the association while in actual attendance at committee meetings or
performing committee work may be granted per diem allowance or honoraria the
amount of which shall be determined in like manner. (as amended on January 24, 1980)
19. DUTIES OF OFFICERS -- (a) DUTIES OF PRESIDENT -- It shall be the
duty of the President to execute all laws, rules and regulations, provisions of
these by laws and orders of the Securities and Exchange Commission, to preside
over all meetings of the Board and of the association, to sign and approve all
disbursements and vouchers drawn against the association and such be
represented, to cause the up-to-date keeping of books, records and accounts and
be responsible for the production of the same at the time of audit, inspection
and inquiry and to perform such other duties as are appertaining to his office
or as may be authorized by the Board or the members.
case of death or resignation of the President the Board shall elect from their
number a successor who shall hold office for the duration of the unexpired
DUTIES OF THE VICE-PRESIDENT --The Vice-President shall discharge the
duties of the President in the latter’s absence or inability to perform his
duties (as amended on March
) DUTIES OF THE SECRETARY -- The secretary who must be a citizen and
resident of the Philippines
shall maintain list of all members and a correct record of all meetings of the
board and the members. He shall give notice of all meetings called. He shall be
the custodian of the corporate seal of the association. Upon the election or
appointment of his successor the secretary shall turn over to him all records
and other property belonging to the association that he may have in his
possession. (as amended on March
29,1974 and further amended on January 24, 1980 and on May 24,2001.)
DUTIES OF THE TREASURER -- The treasurer shall know the records
pertaining to the financial operation of the association. He shall make a
report of the cash position of the association at its annual meeting and at
such other times as the Board of Trustees may require. Upon the election or
appointment of his successor, the treasurer shall turn over to him all records
and other property belonging to the association that he may have in his
possession. He shall be posted a bond in such amount to be determined by the
board of trustees. (as amended on May 24, 2001)
DUTIES OF THE AUDITOR --The auditor shall perform internal audit of the
financial operations of the association, its funds as well as the book of
accounts and the other properties of the association. He shall evaluate the
system of internal control and make report/recommendation on the results of his
findings to the board. (as amended on May 24, 2001)
DUTIES OF THE BUSINESS MANAGER -- The appointed manager shall manage the
business of the association and shall execute all the policies adopted by the
board. He shall supervise the work of the employees and take care of the
premises and has custody of all properties of the association. He shall
recommend to the board measures that will improve the business and the services
of the association. He shall as far as possible practicable endeavour to
conduct the business in such a manner that the members will receive just, fair
and equal treatment. (as amended on May 24, 2001)
manager shall be required to maintain his records and accounts in such manner
that the true and correct condition of the business may be ascertained there from
at anytime. He shall render semi-annual financial statements and such reports
as may be required by the board and the Securities and Exchange Commission in
the form and manner prescribed. He shall render a written report of the
Association’s business activities as stated in Article V of these by-laws. He
shall ensure the security and integrity of all records pertaining to the
business. (As amended on May
the appointment of his successor, the business manager shall turn over to him
all money, property and records, which he has in his possession or over which
he has control. He shall require the new treasurer to sign receipt in duplicate
of all the records and properties turned over to him, the original to be
retained by him and the duplicate by the new business manager. (As amended on May 24, 2001).
ARTICLE IV. CAPITAL STRUCTURE
1. SOURCES OF FUNDS -- The funds of the association shall be derived
from (1) minimum required contributions; (2) service charges (3) additional
contributions; (4) subsidies and donations. (As amended on January 24, 1980)
ARTICLE V. BOOKS OF ACCOUNTS, AUDIT AND
1. BOOKS OF ACCOUNTS -- The President of the association shall be
responsible for the up-to-date keeping of the books, records and accounts in
accordance with accepted accounting and business practices and existing laws
and regulations, in so far as they may be applicable under the circumstances.
The President shall also be responsible for the production of the same at the
time of audit, inspection or inquiry as may be required by law. The book of
accounts shall not be removed outside of the headquarters of the Association except
upon orders of the courts or of the Securities and Exchange Commission. (As
amended on May 24, 2001.)
2. ACCOUNTS --Such necessary and appropriate accounts as are ordinarily
used in commercial corporate accounting shall be set up when occasion or
circumstances arise necessitating their existence.
3. AUDIT -- The association shall
retain the services of a competent and independent certified public accountant to
review its operations. The retained auditor shall periodically report in writing
to the board his findings and recommendations regarding the operations of the
association. (As amended on January 24, 1980.)
4. REPORTS --The association shall annually make a report of its
activities, financial conditions and the result of its operations as of April
30th of each year, which shall be filed with the Securities and Exchange
Commission or his duly authorized representative (As amended on January 24,
1980) within the time set by law.
ARTICLE VI. OPERATIONS
1. GENERAL CONDUCT OF BUSINESS -- The association shall primarily render
service only to members to whom limited credit may be extended. Service may be
rendered to non-members strictly on cash and limited to books on stock. The
same rate of service fees shall be charged to members and non-members alike. (As
amended on January 24, 1980)
2. OUTSTANDING ACCOUNTS -- Members who failed to pay outstanding account
within 30 days after it becomes due shall be subject to a monthly fine of one
(1) percent. (As amended on May
ARTICLE VII. SEAL
1. SEAL -- The seal of the association shall be circular in form,
consisting of two concentric circles between which shall be inscribed the name
of the association and the place where its principal office is established or
ARTICLE VIII. RULES AND REGULATION
PROMULGATED UNDER REPUBLIC ACT NO. 2023
1. RULES AND REGULATIONS -- All rules and regulations duly promulgated
by the Securities and Exchange Commission are hereby made part of this
by-laws (as amended on May
ARTICLE IX. DISSOLUTION AND LIQUIDATION
1. DISSOLUTION AND LIQUIDATION -- The dissolution of the association
shall be effected in the manner provided by law.
2. DISTRIBUTION OF ASSETS IN THE EVENT OF DISSOLUTION -- Any corporate
asset left after paying off creditors provided for by law in the process of
liquidation shall be distributed to charter and active members in proportion to
their total patronage to the association. (As amended on May 12, 1986)
ARTICLE X. AMENDMENT
1. AMENDMENT -- This by-laws may be amended, repealed, or altered in
whole or in part at a regular or special General Assembly called for the
purpose by a vote of the majority of all the members present and entitled to
vote. Any amendments, repeal or alteration shall take effect upon registration
thereof and the issuance of the corresponding certification by the Securities
and Exchange Commission.
Voted and adopted this
25th day of November,
1973 in Cebu City, Philippines.
Miss Perla Lopez
Ateneo de Davao
Mrs. Vipa Fernandez-Lahay-lahay
Central Philippine University
Miss Eleanor Torres
Notre Dame of Jolo
Mr. Arturo Barbosa
Notre Dame of Marbel
Mr. Samuel Cabiles
Notre Dame University
Sr. Ma. Gloria Pasamba, SPC
St. Paul College
Mrs. Epifania Magallon
St. Theresa's College
Mrs. Natividad Felicio
San Nicolas College
Mr. Gorgonio Siega
Mrs. Nela D. Serrato
University of San Carlos
Mr. Ireneo Grabato
University of San Agustin
Rev. Fr. Rafael N. Borromeo, S.J.
Miss Leticia Abangan
College of Digos
Mrs. Narcissa V. Muñasque
De La Salle College
Fr. Emeterio de la Paz, SVD