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MK Bylaws Part Two

Part Two
Members and Certificates

2.1 Classification of Members. This corporation shall have the following classifications of members: Charter, Benefactor, Patron, Life, Sponsoring, Sustaining, Active, Honorary and Advisory, as well as such other classes as the Board of Directors may from time to time establish. The designation of each class and the qualifications and rights of each class shall be as follows:

• Charter. Charter members shall be those members who attended the first organizational meeting of the corporation and other persons whom he existing Charter members unanimously elect as additional Charter members. Charter members shall each have the right to cast one vote at all duly held meetings of the members of the corporation. Charter members shall enjoy these privileges for life and may not be removed from charter membership, but may resign by letter of resignation to the Secretary. A person may also qualify as a charter member by evidencing an active membership in the corporation by maintaining a Benefactor, Patron, Life, Sponsoring, Sustaining or Active membership in the corporation for a period of five consecutive years, including the payment of the annual dues for these memberships and attending at least three meetings of the members of board of directors each year. Any member of the corporation may request, in writing, that the president include him/her in the notice for any duly held meeting of the members or directors of the corporation.
• Benefactor. Benefactor members shall be those persons interested in the purposes of the corporation and desirous of furthering its goals and who contribute at least $10000 to the corporation. Each benefactor shall have the right to attend all meetings of the members or board of directors and such additional rights and privileges as shall from time to time be determined by the board of directors, and these rights and privileges shall continue for the life of the Benefactor.
• Patron. Patron members shall be those persons interested in the purposes of the corporation and desirous of furthering its goals and who contribute at least $5000 to the corporation. Each Patron shall have the right to attend all meetings of the members and board of directors and such additional rights and privileges as shall from time to time be determined by the board of directors, and these rights and privileges shall continue for the life of the Patron.
• Life. Life members are those persons interested in the purposes of the corporation and desirous of furthering its goals and who contribute at least $2500 to the corporation. Each Life member shall have the right to attend all meetings of the members and the board of directors and such additional rights and privileges as shall from time to time be determined by the board of directors, and these rights and privileges shall continue for the life of the Life member.
• Sponsoring. Sponsoring members are those persons interested in the purposes of the corporation and desirous of furthering, its goals and who contribute an annual donation of at least $1000 to the corporation. Sponsoring members shall have such rights and privileges as shall from time to time be determined by the board of directors.
• Sustaining. Sustaining members are those persons interested in the purposes of the corporation and desirous of furthering its goals and who contribute an annual donation of at least $500 to the corporation. Sustaining members shall have such rights and privileges as shall from time to time be determined by the board of directors.
• Active. Active US members are those members living in the US, who are interested in the purposes of the corporation and wish to help further its goals and who contribute an annual donation of at least $250 to the corporation. Active Philippine members are those members living in the Philippines, who are interested in the purposes of the corporation and wish to help further its goals and who contribute an annual donation of at least P250 to the corporation. Active members shall have such rights and privileges as shall from time to time be determined by the board of directors.
• Honorary. The board of directors may give recognition to persons in the community who have assisted the objectives and purposes of the corporation by electing them as Honorary members. Honorary members may receive special certificates of recognition and shall be entitled to attend the duly held meetings of the Board of Directors but shall not be entitled to vote at those meetings.
• Advisory. The board of directors may from time to time appoint Advisory members to the corporation, who shall be persons with expertise in areas of knowledge which affect the objectives and purposes of the corporation. Advisory members may receive certificates honoring their participation and shall be entitled to attend the duly held meetings of the board of directors, but shall not be entitled to vote at those meetings.
• Annual Membership Requirements. In order to qualify for becoming a Charter and voting member of the corporation, all members must at least pay annual dues equal to the annual contribution donation required for the Active member.
• Dual Memberships. Members may hold dual memberships by qualifying for more than one membership classification.

2.2 Membership Certificates. The certificates for membership in the corporation shall be in a form not inconsistent with the Articles of incorporation and shall be prepared or be approved by the board of directors. The certificates shall be signed by the president and secretary.

2.3 Membership Records. A membership register shall be kept by the secretary, in which shall be accurately recorded the issuance of each certificate of membership, the date of issuance thereof, and the name and post office address of the member to whom issued.

2.4 Transfer of Membership. Membership in this corporation is not transferable or assignable.

2.5 Replacement of Mutilated Certificates. A new membership certificate may be issued in lieu of any certificate previously issued that may be defaced or mutilated, upon surrender for cancellation of a part of the old certificate, sufficient, in the opinion of the secretary, to fully identify the defaced or mutilated certificate. Where sufficient identification is lacking, evidence satisfactory to the board may be required.

2.6 Replacement of Lost Certificates. A new membership certificate may be issued in lieu of any certificate lost or destroyed upon the member thereof establishing its loss or destruction by evidence satisfactory to the board.

2.7 Record Date. The board of directors may close the membership books in their discretion for a period not exceeding 40 days preceding any meeting, annual or special, of the members.

2.8 Election of Honorary Members. Honorary members shall be elected by the Board of Directors. An affirmative vote of two-thirds of the directors shall be required for election.

2.9 Voting Rights. Charter members shall be entitled to vote at the annual members' meeting for the election of directors and for other matters which have a permanent or long-lasting effect on the operation of the corporation. Other members shall be entitled to vote only after they have met the requirements for becoming a Charter member.

2.10 Termination of Membership. The board of directors, by an affirmative vote of two-thirds of all the members of the board, may suspend or expel a member for cause after an appropriate hearing and, by a majority vote of those present at any regularly constituted meeting, may terminate the membership of any member who shall be in default in the payment of dues for the period fixed in these by-laws.

2.11 Resignation. Any member may resign by filing a written resignation with the secretary, but such resignation shall not relieve the member so resigning of the obligation to pay dues, assessments, or other charges theretofore accrued and unpaid.

2.12 Reinstatement. Upon written request signed by a former member and filed with the secretary, the board of directors, by an affirmative vote of two-thirds of the members of the board, may reinstate such former member to membership upon such terms as the board of directors may deem appropriate.

2.13 Annual Dues. The board of directors may determine from time to time the amount of initiation fee, if any, and annual dues payable to the corporation by members of each class.

2.14 Payment of Dues. Dues shall be paid on or before the annual meeting of each year. Dues of a new member shall be prorated from the first day of the month in which such new member is elected to membership for the number of the months remaining until the next annual meeting.

2.15 Default in Termination of Membership. When any members of any class shall be in default in the payment of dues for a period of three months from the date of the annual meeting at which such dues became payable, his membership may thereupon be terminated by the board of directors in the manner provided by these by-laws.

2.16 Certificate of Members. Each year, prior to the annual meeting, the president and secretary of the corporation shall give to the members and the directors a certified statement setting forth the Charter members who are entitled to vote as members of the corporation. An original of the Certificate of Members shall be placed in the corporate minute book at the time of the annual meeting. Until the next Certificate of members is prepared, signed by the officers and filed in the minute book, the previous members set forth in the minute books shall be those who are deemed to be entitled to vote. Should the president and secretary fail to prepare the Certificate of Members upon the request of any Charter member, any Charter member may call a meeting of the Charter members who shall, at that meeting, have the power to prepare a Certificate of Members which can be signed by the chairman and secretary of the members' meeting.

The form of the Certificate of Members shall be as set forth in the original Certificate of Members which is adopted at the organizational meeting.

2.17 Membership Application. All persons, firms, associations, foundations and corporations interested in the welfare and objectives of this corporation shall be eligible for membership upon payment of donations as herein provided and upon approval of the president or board of directors. With the exception of Honorary members, each applicant for membership shall sign an application for membership in such form as may be adopted or required by the board of directors.

Application by new members shall be accompanied by checks for the stated membership dues and prorated dues for the balance of the fiscal year of membership.

2.18 Death of a Member. Upon the death of any member, the membership certificate shall automatically expire unless the board of directors votes to certify the spouse, child or other heirs or relatives as a member to take the place of the deceased member.

2.19 Compensation and Expenses to Members. Members shall not receive compensation or expenses for attendance at any meeting of the members. Members shall not receive any stated salary for their services as such. However, the board of directors shall have power in its discretion to contract for and to pay special compensation to members rendering unusual or special services to the corporation the value of such services. No compensation or expenses shall be paid to any member unless a certificate of resolution authorizing such compensation or expenses has been signed or initialed by the legal counsel for the corporation and either a certified public accountant or tax attorney, certifying that the compensation or expenses to the member complies with law and that such compensation or payment of expenses does not result in the corporation losing its tax-exempt status.

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