Casino Español By-Laws

BY-LAWS of the CASINO ESPAñOL DE MANILA

ARTICLE I
CLUB OBJECTIVES

SECTION 1. The Casino Español de Manila, hereinafter also referred to as the Club, is a non-profit non-stock corporation. The objectives of the Club are:

To strengthen and sustain Filipino and Spanish relations by preserving existing Spanish culture and the ideals of Hispanidad in the Philippines;

To provide a venue for the development of the social and cultural interests of its members;

To offer wholesome recreation and entertainment for its members, their families and guests; and

To encourage fraternal camaraderie among its members, regardless of color or creed, and free of any tinge of partisan politics.

ARTICLE II
MEMBERSHIP

SECTION 1. The members of Casino Español de Manila are classified as follows:
Proprietary Members – those who buy or acquire membership shares in the assets of Casino Español de Manila and have qualified for admission to the Club in accordance with its rules and these By-Laws.
Honorary members – those who are so designated or recognized as such by virtue of these By-Laws, namely, the President or Head of State of the Republic of the Philippines, the City Mayor of Manila, and the Spanish Ambassador to the Philippines during their incumbencies.

Honorary members are exempt from the payment of fee and dues. They shall have no share in the assets of Casino Español de Manila, and no vote at its meeting.

SECTION 2. Proprietary members may either be individual or corporate. Individual proprietary members are natural persons who are citizens of the Philippines or other friendly foreign countries. Corporate proprietary members are corporations or judicial entities duly registered with the local Securities and Exchange Commission or the equivalent agencies of friendly foreign governments. A corporation or any other juridical entity can own and acquire only one (1) proprietary Certificate of Co-Ownership in the Club which shall be issued and registered in its name.

SECTION 3. All other previous classes of members are hereby eliminated or reclassified in these new By-Laws. Proprietary members originally classified as Absentee or Provincial members and who are currently assessed annual dues and fees as prescribed by the Board of Directors shall continue to be so assessed but are hereby reclassified as individual proprietary members on a non-resident status. No other proprietary member shall henceforth be admitted or listed under a non-resident status except those who may have bought or acquired shares in the assets of the Club who are actually and permanently residing abroad.

SECTION 4. The Board of Directors may create other types of membership as the need arises, subject to ratification by at least two-thirds (2/3) of all the proprietary members of the Club at a meeting specially called for that purpose.

SECTION 5. Privileges of the Club may be extended by the Board of Directors to the spouse and dependent children of individual proprietary members upon written request of said member under such terms and conditions that the Board may prescribe.

ARTICLE III
CLUB SHARES

SECTION 1. Shares in Casino Español de Manila are presently limited to the issuance of not more than one thousand (1,000) share Certificates of Co-Ownership of which six hundred (600) are denominated as Class ‘A” shares and four hundred (400) as Class “B” shares.

Of the six hundred (600) Class “A” shares, five hundred forty (540) Certificates of Co-Ownership shall be issued to individual or natural persons and sixty (60) Certificates of Co-Ownership shall be issued to corporations or juridical entities.

Of the four hundred (400) Class “B” shares, three hundred sixty (360) shall be issued to individuals or natural persons and forty (40) shall be issued to corporations or juridical entities.

Class “A” Certificates shall be issued only to proprietary members who are Filipino citizens and to corporations or juridical entities 60% of the capital of which are owned by Filipino citizens.

Class “B” Certificates may be issued to proprietary members who are citizens of any friendly foreign country and to foreign owned corporations and juridical entities.

SECTION 2. Certificates of Co-Ownership issued to individual proprietary members shall be transferable only to natural persons while Certificates of Co-Ownership issued to corporate proprietary members shall be transferable only to corporations or juridical entities.

SECTION 3. The number of Class “B” Certificates of Co-Ownership must not exceed forty percent (40%) of all certificates issued by Casino Español. Any share certificate issued in contravention of this provision shall not be registered in the books of the corporation or register of members.

SECTION 4. No original Certificate of Co-Ownership from unissued shares shall be issued by the Club for a consideration less than Seventy-Five thousand Pesos (Php75,000) in the case of an individual proprietary member and Two Hundred Thousand Pesos (Php200,000) in the case of a corporate proprietary member.

SECTION 5. The total number of share Certificates of Co-Ownership mentioned in Section 1 of this Article shall not be increased without the consent of at least a majority of all the proprietary members of the Club.

SECTION 6. All Certificates of Co-Ownership in the assets of Casino Español de Manila shall be issued under the corporate seal of the Club, singed by its President and countersigned by the Corporate Secretary for their validity.

SECTION 7. Casino Español de Manila shall have a first lien on every proprietary share issued by it for any outstanding indebtedness or charges owed by a proprietary member. This lien shall be annotated on the Certificate of Co-Ownership held by member.

ARTICLE IV
ADMISSION TO MEMBERSHIP

SECTION 1. The Board of Directors shall prescribe the rules and requirements as well as the application form for admission to membership in Casino Español de Manila. Applications for membership shall be initially processed by the Membership Admission Committee under these By-Laws which shall submit its recommendation to the Board for the latter’s approval.

SECTION 2. Application forms shall be provided to applicants for membership who must personally accomplish and sign the same. The application for corporate membership must be signed by the President or Chief Executive Officer of the applicant. All applications must be endorsed by at least two (2) individual proprietary members in good standing.

SECTION 3. An applicant and candidate for membership must be an owner or purchaser of a fully-paid unissued share in Casino Español de Manila, or purchase of a share in the Club from another proprietary member. The ownership or purchase of a share in the club does not however guarantee the admission of an applicant for membership who must successfully undergo the prescribed procedure and qualifications for admission into the Club.

SECTION 4. Applicants for membership must be pre-qualified before actual sale and issuance of a proprietary share certificate by the Club. Delivery of share shall be sixty (60) days from date of full payment of the same by the qualified applicant.

SECTION 5. The pre-qualification requirement for all applicants shall likewise apply to those who may already be the owner or purchaser transferee of a previously issued share from another member. In the event of failure to qualify, said member shall have two (2) years from notice thereof within which to dispose of his share in the Club. Should the share owner transferee be unable to effect the sale or transfer of his share within the said period, he shall offer the same for sale at public auction in the manner hereinafter provided in compliance with SRC Rule 12.1 (8) (A) (ii).

SECTION 6. An entrance fee shall be required and paid for by all recommended and approved applications for membership in such amount as determined and fixed by the Board of Directors. A transfer fee shall likewise be required in case of a valid transfer and endorsement of a Certificate of Co-Ownership to a qualified transferee.

ARTICLE V
RIGHTS AND OBLIGATIONS OF PROPRIETARY MEMBERS

SECTION 1. Only proprietary members, individual and corporate, shall be entitled to notice and vote at any special or regular meeting of the corporation duly called. Corporate proprietary members which are restricted to only one share under these By-Laws shall have only one vote while individual proprietary members shall be entitled to one vote for every share they hold in their name.

SECTION 2. A corporate proprietary member is entitled to nominate not more than three (3) assignees who shall enjoy the privileges of the Club, one of whom shall be designated as the principal assignee. Only the principal assignee can cast the vote of a corporate member in person or by proxy at regular or special membership meetings. Said principal assignee shall be eligible for election to the Board of Directors.

SECTION 3. Corporate members shall be assessable and liable for the payment of monthly dues and accounts incurred by each assignee they may designate who are entitled to exercise and enjoy the privileges of the Club. An assignee of corporate privileges shall be jointly and severally liable with the corporate proprietary member for accounts or charges incurred by him.

A corporate proprietary member which does not designate any assignee shall be assessible for dues of one assignee even if it does not designate an assignee who shall exercise its privileges in the Club.

SECTION 4. An individual proprietary member shall be assessable and liable for monthly dues for each and every share Certificate of Co-Ownership they hold in the Club, save for any share they have acquired and specially issued as exempt from the payment of monthly dues and fees known and recorded in the books as funding shares. Said funding shares shall, however, lose their exemption when transferred or assigned to another holder or member.

SECTION 5. Subject to the approval of the Board, an individual proprietary member who shall temporarily reside or is assigned abroad on business or diplomatic assignment for at least one (1) year may apply in writing to be placed on absent status and for the suspension of monthly dues on his membership. In the event the member returns from his temporary absence before the expiration of the period applied for or if he fails to leave for his assignment abroad, his membership shall be reinstated to active status and the assessment of monthly dues shall resume. While on absent status, the club privileges that may be extended to his dependent spouse or children shall be suspended.

SECTION 6. A corporate proprietary member shall have the right to withdraw the nomination and designation of any if its assignees and substitute another assignee in his stead, provided that the substituted assignee must have no unsettled account to the Club.

SECTION 7. Individual and corporate proprietary members shall participate equally per every share held in the assets of the Club in the event of dissolution and liquidation of Casino Español.

SECTION 8. Other than monthly dues and current fees intended to encourage patronage in the club, proprietary members may be subject to special assessments by a duly approved resolution of the Board of Directors whenever warranted to alleviate the fiscal position of the Club or necessary for the acquisition of a capital asset. Special assessments shall not be imposed more than once in any given year.

SECTION 9. Members are enjoined to pay their monthly dues and accounts promptly. Within five (5) days after the end of each month, all indebtedness to date incurred by a member including dues for that month shall fall due. When an account is not paid by the end of the month when it falls due, the member shall be notified by the Treasurer that if his account is not paid in full by the succeeding month (60 days), the member’s name will be posted as delinquent in the Club’s Bulletin Board with the amount due, In such event further credit shall immediately be suspended, and the member disallowed from availing himself of the facilities of the Club.

SECTION 10. No member whose name is posted in the delinquent list shall be entitled to vote or be voted for or to representation at any membership meeting.

SECTION 11. A member whose name is posted in the delinquency list for more than sixty (60) days shall be reported to the Board which may at any time thereafter, order the sale of his share at public auction to satisfy the claims of the Club.

SECTION 12. Auction Sale of Share. Within (10) days after the Board of Directors has ordered the auction sale of a member’s share the Secretary shall notify the member or his heir/s in case he is deceased, advising him of such fact and the amount of his indebtedness to the Club. The auction sale shall at the same time be posted at the Club’s bulletin board with the scheduled date, hour, and place of auction which shall be at least fifteen (15) days prior to the auction date.

SECTION 13. The auction sale shall be conducted in the presence of the Club Treasurer and of at least one (1) other Director on the date and hour fixed. Bidding and award of the share to the highest bidder shall be verbal or oral. A minimum bid may be set or prescribed by the Board of Directors which shall not be lower than Seventy-Five Thousand Pesos (Php 75,000) for an individual proprietary share or Two Hundred Thousand Pesos (Php 200,000) for a corporate proprietary membership share.

SECTION 14. The winning bid or purchase price shall be paid by the winning bidder immediately after the bidding.

SECTION 15. In case of successful auction of a particular share, the share owner shall be notified of the winning bid. Proceeds of the sale shall be paid by the Club to the selling share owner after deducting his obligations to the Club. Should the proceeds of the auction sale be insufficient to pay the full indebtedness of the member, he shall remain obligated to the Club for the unpaid balance without prejudice to legal action.

SECTION 16. The Club may bid at the auction sale of any particular share certificate the amount of which shall be credited to the account of a delinquent member, without prejudice to the collection of any unrecovered balance.

SECTION 17. After a share shall have been sold at auction to a winning bidder, the Corporate Secretary shall require that share owner to surrender his Certificate of Co-Ownership within a period of fifteen (15) days. In the event of failure to surrender said certificate within the period aforesaid, the Board shall declare the share certificate null and void by canceling the same in the books and authorizing the issuance of a new one in its place to the winning bidder who may thereafter apply for admission to membership if not yet a proprietary member.

SECTION 18. The same procedure in the auction sale of a member’s delinquent share shall apply to the auction sale of a deceased, resigned, expelled or a share of an applicant who was not admitted.

ARTICLE VI
TERMINATION OF MEMBERSHIP

SECTION 1. Membership in Casino Español de Manila may be terminated by death, resignation, or expulsion of a member for valid causes.

SECTION 2. Death of a Member. Written notice on the death of a member shall be reported to the Club by any of his surviving heirs or by another member who acquires knowledge and has verified such fact.

SECTION 3. When notice of a member’s death is received by the Club, further assessment of dues on his membership shall cease unless the surviving spouse or any of the heirs is allowed by the Board of Directors to enjoy the privileges of the Club pending the settlement of the deceased member’s estate and final adjudication of his proprietary share in the Club to a named heir or devisee.

SECTION 4. The administrator or any heir of a deceased member shall notify the Club in the event the judicial proceedings for the settlement of his estate are initiated in Court or is pending therein.

SECTION 5. Resignation of a Member. Members who intend to resign from their membership in the Club must submit their resignation in writing to the Board of Directors, indicating the effective date of the same.

SECTION 6. A resigning member of the Club must first settle all pending and unpaid accounts or charges before his resignation is formally accepted by the Board of Directors. He shall be allowed a period of two (2) years from the effective date thereof within which to dispose or transfer his share certificate in the Club.

SECTION 7. Expulsion of a Member. For acts or conduct deemed prejudicial and inimical to the interest and character of the Club or for violation of these By-Laws or rules promulgated by the Board of Directors, a member may be suspended or expelled by the Board after due notice, investigation and hearing.

SECTION 8. A member who is expelled by a decision of the Board of Directors shall have the right to appeal from said decision within thirty (30) days from notice thereof to the general membership at a special or regular meeting. The decision of a majority of the general membership shall be final.

SECTION 9. No transfer of share Certificate of Co-Ownership of Casino Español de Manila by a deceased, resigned, or expelled member shall be registered in the books of the Club unless any outstanding or unpaid indebtedness by such member had been previously settled by him or by his successor or transferee. In the event that any deceased resigned or expelled member has no outstanding indebtedness to the Club, the heir of the deceased and the resigned or expelled member shall be allowed a period of two (2) years from date of death, resignation or expulsion within which to dispose or transfer his share Certificate in the Club or offer his share at public auction.

ARTICLE VII
MEETING OF MEMBERS

SECTION 1. Annual/Regular Meetings. The annual/regular meetings of proprietary members shall be held at the principal office of the Club on the second Tuesday of May of each year at the hour determined by the Board of Directors, unless said day is a holiday in which case the meeting shall be held on the next succeeding business day.

SECTION 2. Special Meetings. Special meetings of proprietary members may be held when called by the President of the Board of Directors or upon written request of a majority of the proprietary members.

SECTION 3. Notice of regular annual meetings of proprietary members or for special membership meetings shall be sent by the Corporate Secretary either through personal delivery or by mail at least three (3) weeks prior to the scheduled date of the meeting. Notice of the said meeting shall also be posted at the Club bulletin board for the information of the general membership.

SECTION 4. Quorum. A majority of the proprietary members in good standing present in person or represented by proxy shall constitute a quorum to transact business at all meetings of proprietary members, except those where the law or these By-Laws provide otherwise.

SECTION 5. Order of Business. The order of business at the annual meeting of the proprietary members shall be as follows:
Proof of the required notice of meeting.
Certification on the presence of the quorum.
Reading and approval of the minutes of previous regular or special meetings.
Report of the President.
Unfinished and/or new business.
Election of Directors for the ensuing year.
Appointment of external auditors.
Other matters arising during the meeting.
Adjournment.

The order of business may be altered or changed by a vote of the majority of the members present.

SECTION 6. Manner of Voting. Every registered owner of a Certificate of Ownership in good standing, whether a natural or judicial entity, may vote in person or by proxy the number of shares certificates standing in his or its name. Said share certificate owner may vote such number of shares as he may own for as many number of Directors to be elected under these By-Laws. There shall be no cumulative voting in the election of the Directors. The Nomination and Election Committee appointed by the Board at least thirty (30) days prior to the annual regular meeting shall adopt appropriate rules of procedure for balloting and insure the proper and orderly conduct of the elections.

SECTION 7. All proxies must be in writing, dated and signed by the member giving the proxy. A proxy shall be valid for a maximum period of five (5) years from date thereof unless sooner revoked.

SECTION 8. All proxies must be in the hands of the Secretary before the time set for the meeting. Proxies filed with the Secretary may be revoked by the proxy giver in an instrument in writing duly signed by the proprietary member prior to the scheduled meeting or by his personal presence at said meeting.

ARTICLE VIII
ADDRESS OF MEMBERS

SECTION 1. The Club shall keep a register of members with their names and respective given address. All notices, communications or correspondence directed at the given address on record of a member shall be considered properly sent and held binding on the member unless a written notice of change in address is actually received by the Club.

ARTICLE IX
THE BOARD OF DIRECTORS

SECTION 1. The corporate powers of Casino Español de Manila shall be exercised, all business conducted and all property of the corporation controlled and managed by a Board of Directors consisting of eleven (11) members to be elected annually by and from among the proprietary members of the Club at its regular annual meeting.

SECTION 2. Without prejudice to such powers as may be granted by law, the Board of Directors shall also have the following powers:

To purchase, receive or otherwise acquire and hold for in the name of the corporation any and all properties, rights, or privileges for such consideration and upon such terms as the Board may deem necessary for its lawful business, subject to the limitations prescribed by law or the Constitution.

To incur such indebtedness or contract loans for a total amount not exceeding Ten Million Pesos (Php 10,000,000) at any time as it may deem necessary; to issue evidences of indebtedness, including but not limited to notes, deeds of trust or securities provided that no real property of the corporation shall be encumbered or hypothecated as collateral for said loans and/or evidences of indebtedness. These limitations shall be applied prospectively and are not applicable to all existing loans of the Club, except the limitation on encumbering or hypothecating the real properties of the corporation as collateral therefor.
To implement these By-Laws and to act on any matter not covered by these By-Laws, provided that such matter does not require the consent or approval of the proprietary members under the Corporation Code or these By-Laws.

SECTION 3. The members of the Board of Directors shall be elected during each regular annual meeting of the proprietary members and shall old office for a term of one (1) year and until their successors are elected and qualified.

SECTION 4. The Club shall have at least two (2) independent directors as defined and qualified under SRC rule 38. They shall be elected together with the regular directors of the Club during the annual meeting of proprietary member.

SECTION 5. Nomination of independent directors shall be conducted by the Nomination and Election Committee appointed by the Board of Directors under Section 6, Article VII hereof. All recommendations shall be signed by the nominating members together with the acceptance and conformity of the would-be nominees in compliance with SRC rule 38.

SECTION 6. A final list of all candidates shall be prepared by the Nomination and Election Committee after pre-screening of nominees for independent directors. No other nominees shall be entertained after the final list of candidates shall have been prepared. No further nominations shall be entertained or allowed on the floor during the annual membership meeting.

SECTION 7. In case of failure of election, the chairman of the meeting shall call a separate election during the same meeting to fill up the vacancy.

SECTION 8. Any vacancy occurring in the Board of Directors may be filled in the manner and as provided under Section 29 of the Corporation Code of the Philippines. A director so elected to fill a vacancy shall hold the office only for the unexpired term of his predecessor in office.

SECTION 9. Organizational meeting. As soon as practicable after the annual meeting and election of Directors, the Board of Directors shall convene and organize themselves by electing a President, a Vice President, a Treasurer, and a Club Secretary. Neither the Club Secretary nor the Treasurer need be a Director

SECTION 10. The Board may appoint as Assistant Secretary, an Assistant Treasurer, and such other officers as it may deem necessary or proper who need not be a member of the Club or the Board of Directors.

SECTION 11. The Board of Directors shall hold regular meeting once a month. Special meetings may be held at the call of the President or upon written request of dive (5) Directors. All special meetings must state the special purpose/s for calling said meeting. Notice of regular or special meetings shall be sent five (5) days before the date of scheduled meeting.

SECTION 12. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of corporate business and the decision of at least a majority of the Directors present at a meeting at which a quorum is present shall be valid as a corporate act, except for the election of officers which shall require the vote of a majority of all the members of the Board and other cases wherein the Law or these By-Laws required the concurring votes of the members.

SECTION 13. Governance. The Board of Directors hereby adopts by reference and commits itself to the general principles of the Manual on Corporate Governance adopted by the Club on August 29, 2002 as a guide in the attainment of its corporate goals in all aspects or practices not otherwise inconsistent with any provision of these By-laws.

ARTICLE X
OFFICERS

SECTION 1. The President. The President of Casino Español de Manila shall be the Chief Executive Officer of the Club. In addition to such duties as may be delegated to him by the Board of Directors, he shall preside at all Board meetings and act as presiding chairman at all meetings of the proprietary members of the Club.

As Chief Executive Officer, the President shall have general supervision of the business affairs and property of the Club as well as over its officers and employees. He shall implement and enforce all orders and resolutions of the Board and shall render a report at the annual meeting of the general membership on the operations of the Club during the preceding administrative year and the state of its affairs.

In line with his position and title as President, he shall sign his name on all contracts and documents on behalf of the Club and, together with the Club Secretary and/or the Club Manager, shall carry all correspondence of the Club.

The President shall, in addition, perform such other functions and duties as may be delegated or assigned to him by the Board of Directors. He shall exercise his right to vote on any Board matter or issue only in case of a tie.

SECTION 2. The Vice-President. The Vice-President shall exercise all the rights and powers and discharge the duties of the President in the absence, incapacity or disqualification of the latter. He Board may appoint the Vice-President to chair any special or ad hoc committee as it may organize or create and to perform such other functions as may be assigned to him. The Vice-President shall act as the Compliance Officer of the Club under the compliance system of the Club’s Manual on Corporate Governance.

SECTION 3. The Treasurer. The Treasurer shall have general charge and custody of all funds, securities, receipts, disbursements, and the books of accounts of the Club. Under the authority of the Board of Directors, he shall collect and disburse the funds of the Club, conduct correspondence related thereto, and shall deposit or cause to be deposited all moneys and valuable effects in the name and to the credit of the Club in such banks or depositories as the Board of Directors may designate.

Whenever required, the Treasurer shall render to the President or to the Board of Directors a status report on the financial condition of the Club and of all transactions carries out under his charge. At the close of the fiscal year, the Treasurer shall coordinate with the external auditors in the completion and submission of the latter’s audit report on the assets, liabilities, and result of operations of the Club during the period.

SECTION 4. The Club Secretary. The Club Secretary shall keep and maintain an updated register of the names, address and other personal circumstances of all members. He shall sign and authenticate the admission/identification cards of all members as well as other documents that require his signature. Together with the Treasurer, the Club Secretary shall assist the President in the preparation of his report at the annual meeting of proprietary members. Under the authority of the President, he shall sign communications and other correspondence for and in behalf of the Board of Directors, The Club Secretary or his duly authorized representative shall record and keep the minutes of all committee meetings in the Club.

SECTION 5. The Corporate Secretary. The Corporate Secretary, who must be a lawyer and a resident and citizen of the Philippines, shall be appointed by the President with the approval of the Board of Directors. He shall hold the position at the pleasure of the Board which may authorize remuneration for his services. The Corporate Secretary shall attend the meetings of the Board and all meetings of the proprietary members keep the minutes of said meetings and certify to the same with his signature. He shall have custody of the corporate seal and shall co-sign with the President all Certificates of Co-Ownership issued by the Club to proprietary members. He shall also sign all notices, reports, and correspondence pertaining to the office of the Corporate Secretary.

SECTION 6. The Librarian. The Librarian shall have charge and general supervision of the Club’s Library. He shall oversee the proper maintenance of the library facilities and ensure that it is adequately stocked with important books and other reading materials. The Librarian shall have the authority to recommend the purchase and acquisition of new books and other publications.

ARTICLE XI
COMMITTEES

SECTION 1. Management Committee. The Management Committee is hereby created composed of the President as Chairman with the Vice-President, the Treasurer, the Club Secretary and the General Manager as members. This Committee shall plan and directly oversee the internal management and operation of all Club facilities.
The General Manager of the Club shall be under direct supervision of the Management Committee. Among others, the committee shall have the following authority and responsibilities.
To hire and appoint human resource personnel of the Club except the General Manager;
To closely supervise all Club personnel with authority to discipline and impose administrative sanctions or penalties;
To regulate the games, recreation and other service facilities of the Club;
To organize and schedule the observance and celebration of Club festivities and other significant events;
To act on such specific matters within the competence of the Board as may be delegated to it under these By-Laws or upon a majority vote of the Board of Directors, except with respect to those mentioned and specified in Section 35 of the Corporation Code;
The Management Committee may appoint sub-committees in connection with the exercise and performance of its duties and responsibilities as may be needed.

SECTION 2. The Membership Admission Committee. The Membership Admission Committee shall be composer of at least three (3) proprietary members appointed by the Board of Directors, one of whom shall be the Chairman who may or may not be a Director. The Membership Admission Committee shall process all applications for membership and submit its actions or recommendation thereon to the Board of Directors for approval. The committee shall exercise such other powers and perform such other functions as may be authorized or delegated to it by the Board.

SECTION 3. The Board of Directors may create such other committees as it may deem appropriate and necessary to deal with other matters or activities not specifically covered by the jurisdictional functions or responsibilities of the Executive Committee or any other existing committee.

SECTION 4. The term of the committee shall be co-terminus with the Board that created them.

ARTICLE XII
FISCAL YEAR AND AUDIT OF BOOKS

SECTION 1. The fiscal year of Casino Español de Manila shall begin on the first day of January and end on the last day of December each year.

ARTICLE XIII
DISSOLUTION AND SALE OF CLUB ASSETS

SECTION 1. No voluntary dissolution of Casino Español de Manila or sale or mortgage of the whole or any part of its real property shall be effected unless authorized by the vote of at least three-fourths (3/4) of all the members entitled to vote at a special meeting duly called for that purpose.

ARTICLE XIV
AMENDMENTS

SECTION 1. These By-Laws may be amended or repealed by the affirmative vote of at least a majority of the Board of Directors and ratified by the vote of proprietary members representing a majority of the outstanding proprietary share certificate holders at any general or special meeting duly called for that purpose. However if the amendment being sought is to amend Art XIII, then the approval of three fourths (3/4) of all the members entitled to vote must be secured to effect such an amendment.

ARTICLE XV
EFFECTIVITY OF NEW BY-LAWS

SECTION 1. These By-Laws supersede all previous By-Laws of Casino Español de Manila and hereunto affixed our signature this ___ day of ___________ in the City of Manila, Philippines.