AMENDED BY-LAWS
of the
ACADEMIC LIBRARIES BOOK ACQUISITION SYSTEMS ASSOCIATION, INC.

KNOW ALL MEN BY THESE PRESENTS:

We, the undersigned constituting and being the majority of the ACADEMIC LIBRARIES BOOK ACQUISITION SYSTEMS ASSOCIATION, INC., do hereby adopt the following code of by-laws:

ARTICLE I. PURPOSES

Section1. 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

Section 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)

An 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.

The 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)

Section 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 its members.

Section 3-A. PRIVILEGES OF MEMBERS

1. Charter members:
   a) All the privileges of an active member;
   b) Perpetual membership i.e., they may not be dropped from the Association
2. 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)

Section 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.

Section 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 29, 1974).

Section 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.

Termination 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).

Section 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.

a.    NON 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.

b.    Any violation of Article 2 Section 2-A, paragraph (b) on patronage.

For 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

Section 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 Association.

Section 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.

Section 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).

Section 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.

Section 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).

Section 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.

Section 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.

Section 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)

No 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.

Election 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.

A 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.

In the appreciation of ballots cumulative voting shall be disregarded and a vote for each trustee or committee member shall be counted as one vote.

Such other formalities & machinery for the conduct of voting not provided in these by-laws shall be determined by the general membership.

Section 9. ORDER OF BUSINESS --The order of business of the annual general assembly shall be as follows:

a) Roll Call;
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
i) Adjournment

Section 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.

Section 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 3^rd, 4^th and 5^th 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)

Section 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 24, 2001)
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)

No 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 vacancy.

Section 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 24, 2001)

Thereafter, 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.

Notice 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 24, 1980).

Section 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.

Section 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.)

Section 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.

Any 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.

Likewise, 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)

Section 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.

The 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.

The 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 organized.
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 checks.
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 24, 2001)
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 24, 2001)
8. To determine major steps in business activities and expansions, including borrowing of money, which shall be subject to the limitation provided in this by-laws
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)

The 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.

Section 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)

Section 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.

In 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 term.

(b) 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 29, 1974).

(c ) 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.)

(d) 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)

(e) 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)

(f) 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)

The 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 24, 2001.)

Upon 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

Section 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 RECORDS

Section 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.)

Section 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.

Section 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.)

Section 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

Section 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)

Section 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 24, 2001)

ARTICLE VII. SEAL

Section 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 located.

ARTICLE VIII. RULES AND REGULATION PROMULGATED UNDER REPUBLIC ACT NO. 2023

Section 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 24, 2001)

ARTICLE IX. DISSOLUTION AND LIQUIDATION

Section 1. DISSOLUTION AND LIQUIDATION -- The dissolution of the association shall be effected in the manner provided by law.

Section 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

Section 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.