On 28 April 2021, at the tail-end of the term of the previous Board of Trustees, it created a committee tasked with crafting amendments to the quorum and voting rules of Manila Harbour Centre Industrial Park Association, Inc.’s (MHCIPAI) By-Laws. The committee was composed of Atty. Dexter B. Lacuanan (Philippine Guarantee Corporation) as chairman, and the following as members: Atty. Belinda Dugan (Holcim), Atty. Kevin Paolo Hernandez (San Miguel Corporation Group), Atty. Mariano Pablo Tolentino (Social Security System), and Atty. Venir T. Cuyco (La Filipina Uy Gongco Group).

The committee submitted a report of its output to the Board and the proposed amendments were presented to MHCIPAI members during the annual general membership meeting held on 29 July 2021. During the meeting, some members indicated their desire to have more time to study the proposed amendments. Hence, they were not acted on by the general membership.

The current Board reviewed the committee’s work and incorporated additional amendments to as well as refinements of the committee’s proposed amendments. The proposed amendments, as further amended by the current Board, will be presented to the members of the association in the annual general membership meeting on 1 March 2022. They provide for the following:

• Changes the annual meeting date from the 1st day of March to the 1st day of April of each year (Section 1, Article I);

• Allows attendance of members in meetings through videoconferencing and similar forms of remote communication (Section 1, Article I);

• Allows the sending of notices to members through electronic mail (Section 3, Article I);

• Defines a “quorum” for any meeting of the members as consisting of “a majority of eligible votes of members as of close of the membership books, which shall not be earlier than thirty (30) days preceding the members’ meeting” (Section 4, Article I);

• Requires that a member who owns more than one (1) lot be updated in the payment of association dues and other assessments for all lots for purposes of eligibility to vote (Section 4, Article I);

• Allocates voting rights to members based on the total area of their landholdings as indicated in their respective transfer certificates of title; disallows cumulative voting (Section 6, Article I);

• Allows voting by proxy, remote communication, or in absentia (Section 7, Article I);

• Provides the mechanism for changing a member’s representative in the Board of Trustees and requires the good standing of the member as a continuing qualification for its representative to sit on the Board (Section 2, Article II);

• Increases the term of Trustees from one (1) year to two (2) years for purposes of continuity and provides a transitory mechanism so that Trustees will have staggered terms (Section 4, Article II; Article X);

• Defines a “quorum” during the meeting of the Board as consisting of a majority of the Trustees but excludes a delinquent Trustee in the determination of a quorum (Section 5, Article II);

• Requires ownership of land in Manila Harbour Centre Industrial Park for purposes of membership in the Association, but allows a landowner to assign its membership rights to a lessee or the actual occupant of the lot to the extent of the area leased or occupied (Section 1, Article V); and

• Suspends the voting rights of delinquent members (Section 3, Article V).

Along with the foregoing proposed amendments, the Board is also proposing the amendment of MHCIPAI’s Articles of Incorporation to reflect the association’s actual address at Blk. 16 Lot 1 Sebastian del Cano St. Manila Harbour Centre Brgy. 128 Radial Road 10 Vitas, Tondo, 1012 Metro Manila, Philippines (Third Article), and to increase the number of Trustees from six (6) to seven (7) to avoid deadlocks (Sixth Article).