Sec. 1 - PNSLAI Official Website

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(ORIGINAL AND PROPOSED AMENDMENTS) BY-LAWS OF THE PHILIPPINE NAVY SAVINGS AND LOAN ASSOCIATION, INC.

(NON-STOCK)

ARTICLE I

ORIGINAL Sec. 1.

The principal office of the Association shall be in Taguig City

OFFICE

PROPOSED Sec. 1.

The principal office of the Association shall be in

the City of Taguig.

ARTICLE II MEMBERSHIP

ORIGINAL Sec. 1.

The following shall be eligible for membership in the Association:

PROPOSED Sec. 1.

The following shall be eligible for membership in the Association: 1.1 Regular Members 1.1.1 Military personnel on active duty and permanent/casual civilian employees of the Philippine Navy; 1.1 Regular Members 1.1.1 Military personnel on active duty and permanent/casual civilian employees of the Philippine Navy

and Philippine Coast Guard.

ARTICLE II MEMBERSHIP

ORIGINAL

1.1.2 Retired military and civilian personnel of the Philippine Navy;

PROPOSED

1.1.2 Retired military and civilian personnel of the Philippine Navy

and Philippine Coast Guard.

1.1.3 Immediate members of the families (up to the second degree of consanguinity or affinity) of those falling under numbers 1 and 2 of this subparagraph.

ARTICLE II MEMBERSHIP

ORIGINAL

1.2 Honorary Members 1.2.1 Regular employees of the Association.

PROPOSED

ARTICLE II MEMBERSHIP

ORIGINAL Sec.

Any person eligible for membership shall become a member of the Association only after approval of his application for membership by the Board of Trustees who shall require the applicant to pledge and to abide by the by-laws, rules and regulations policies of the Association.

and

PROPOSED

ARTICLE II MEMBERSHIP

ORIGINAL Sec. 3.

amount Every new member shall pay the of fifty membership fee.

pesos (P50.00) as

PROPOSED

ARTICLE III CAPITAL CONTRIBUTIONS, SAVINGS DEPOSIT AND TIME DEPOSITs

ORIGINAL PROPOSED Sec. 1.

The maximum and minimum non-withdrawable capital contribution shall be determined by the Board of Trustees.

Any excess on the maximum capital contribution shall be treated as savings deposit and shall earn interest computed based on the prevailing rate.

Sec. 1.

The

minimum and maximum fixed/non-withdrawable and withdrawable

capital contribution shall be determined by the Board of Trustees. Any excess on the maximum capital treated as savings contribution shall

and time deposits

be and shall earn interest

at such rates as may be set by the Board of Trustees, subject to existing laws and regulations.

ARTICLE III CAPITAL CONTRIBUTIONS, SAVINGS DEPOSIT AND TIME DEPOSITs

ORIGINAL PROPOSED Sec. 2. Upon admission, each member shall make a minimum initial amount of fixed and non-withdrawable capital contribution of Php 1,000.00 or such bigger amount as may be determined by the Board of Trustees. Provided, that the maximum withdrawable capital contribution for each member shall not exceed ten times their fixed and non withdrawable capital contribution or as may be provided by the Bangko Sentral ng Pilipinas.

ARTICLE IV MEMBERSHIP MEETING

ORIGINAL Sec. 1

Annual Meeting – Annual regular meeting of members shall be held in the principal office of the Association in Taguig City or such other place within Bonifacio Naval Station, Fort Bonifacio, Taguig, Metro Manila as the Board of Trustees may designate every last Saturday of April each year at 9:00 A.M.

PROPOSED Sec.

1 Annual meetings

the

members shall be held in the principal office of the Association in

the City of Taguig

or such other place within

Philippines the

as the Board of Trustees may designate every last Saturday of April each year at 9:00 A.M.

ARTICLE IV MEMBERSHIP MEETING

ORIGINAL Sec. 2

Special Meeting – Special meeting of the members may be called at the principal office of the Association or at any time, by the resolution of the majority of the Board of Trustees or by order of the Chairman of the Board or upon written request of at least 100 members.

PROPOSED

ARTICLE IV MEMBERSHIP MEETING

ORIGINAL Sec. 3

Order of the business at the annual meeting and, as far as possible, at all meetings of the members shall be as follows:

PROPOSED

3.1 Calling the roll 3.2

Secretary’s proof of due notice of the meeting 3.3 Reading and approval of the minutes of the previous meeting 3.4 Reports of Officers 3.5 Unfinished Business 3.6 New Business 3.7 Adjournment

ARTICLE IV MEMBERSHIP MEETING

ORIGINAL

However, at the annual general membership meeting where the election of the Board of Trustees pursuant to Article VI Sec. 3 immediately preceding is to take place and/or coincides with, the item/subject on the “Election of Trustees” shall be inserted between and such activity conducted immediately after the rendition of the “Report of Officers” and immediately before the “Unfinished Business” phase of afore-prescribed order of business.

PROPOSED

ARTICLE IV MEMBERSHIP MEETING

ORIGINAL Sec. 4.

All members shall be notified not later than fourteen (14) calendar days prior to the day set for such meeting, and if for a special meeting such notice shall state the object of the same.

PROPOSED Sec. 4. Notice of Meetings. Written or printed notice of every annual or special meeting of the members shall state the date, time and place of the meeting and shall be mailed at the member’s last address in the Association’s record book or published in a newspaper of general circulation or Philippine Navy general message not later than thirty (30) days prior to the date set for the special and annual meeting. Any failure or defect in the notice shall not invalidate annual or special meeting of the members or any of the proceeding thereat, if the business transacted at such meeting is within the powers of the Association and the majority of the members of the Association are present or represented at the meeting by proxy.

ARTICLE IV MEMBERSHIP MEETING

ORIGINAL PROPOSED Sec. 5. Quorum. The presence at any meeting of the Association, either by person or by proxy, of the owners of the majority of the total number of votes as computed in this section, shall constitute a quorum, and the majority of such quorum shall decide any question that may come before the meeting, except, in those matters where the law requires the affirmative vote of a greater proportion.

ARTICLE V POWER AND RIGHTS OF A MEMBER

ORIGINAL PROPOSED Sec. 1

At all meetings of the Association, every member shall be entitled to have a voting right equivalent to one (1) for every one thousand pesos (P1,000.00) of his total capital contribution

Sec. 1

At all meetings,

member shall be entitled to one (1)

vote

for every one thousand pesos (P1,000.00) of his total capital contribution

or up to a maximum of five thousand (5,000) votes, irrespective of the amount of his capital contribution as of February 1st immediately preceding the general membership meeting, which shall be the basis for computing the number of votes of each member shall be entitled to.

Provided, that during the period from February 1st to the date of the general membership meeting said contributions shall not be reduced below the amount of contribution as of February 1st, otherwise he shall only be entitled to the number of votes corresponding to the remaining balance as of April 15th;

ARTICLE V POWER AND RIGHTS OF A MEMBER

ORIGINAL PROPOSED Sec. 2.

Except where the law prescribes that particular corporate decisions shall be reached on the basis of one vote per member; each member shall be entitled to at least one vote.

Sec. 2. The Flag Officer-in-Command shall be entitled to cast in favour of his nominees the total number of votes remaining after deducting the total votes of the active Philippine Navy members and their proxies present from the total registered number of votes of qualified active PN members.

ARTICLE V POWER AND RIGHTS OF A MEMBER

ORIGINAL Sec. 3.

The presence at any meeting of the Association, either by person or by proxy, of the owners of the majority of the total number of votes as computed in this section, shall constitute a quorum, and the majority of such quorum shall decide any question that may come before the meeting, except, in those matters where the law requires the affirmative vote of a greater proportion.

PROPOSED

ARTICLE V POWER AND RIGHTS OF A MEMBER

ORIGINAL PROPOSED Sec.

Members may vote at all meetings by proxy duly given in writing and duly presented to the Secretary for inspection and record at or prior to the opening of a meeting.

Sec.

Members may vote at all meetings by proxy duly given in writing and duly presented to the

Corporate

Secretary

as Chairman of the Electoral Committee

for inspection and record at or prior to the opening of a meeting.

ARTICLE V POWER AND RIGHTS OF A MEMBER

ORIGINAL PROPOSED Sec. 4. Proxies - At all meetings, members may vote by proxy. The proxy shall be a member of the Association whose authority is executed in writing by the member on a printed proxy form to be determined by the incumbent Board of Trustees and the signed proxy form shall expire after the meeting for which it was given. Such proxies should be acknowledged before the Corporate Secretary of the Association or a notary public; and shall be filed with the Corporate Secretary fourteen (14) days before the time of the meeting. At any meeting, the presiding officer’s decision on the authenticity of proxy votes shall be final.

ARTICLE VI BOARD OF TRUSTEES

ORIGINAL PROPOSED Sec. 1.

The business and the property of the Association shall be managed by a Board of nine (9) Trustees who shall be elected by and from among the members for a term of two years and shall serve until their successors shall have been elected and qualified.

Any vacancy arising from other than by removal/expiration of term shall be filled up during the next election set by the Board/ Association.

Sec. 1.

The business and the property of the Association shall be managed by a Board of

twelve (12)

Trustees,

three (3) of whom shall come from the active PN members who shall be nominated by the FOIC, PN.

The twelve (12) members of the Board

shall be elected by

the general membership

for a term of two years and shall serve until their successors shall have been elected and qualified. Any vacancy arising from other than by removal/expiration of term shall be filled up during the next election set by the Board/Association.

Provided, that an increase in trusteeship seats, the Board of Trustees shall set a special election primarily for the purpose of filling up the newly created trusteeship seats.

However, the winning candidates shall serve only for one year or the remaining period which the incumbent trustees are currently serving. Thereafter, in the next scheduled regular election, all twelve (12) shall be filled altogether.

ARTICLE VI BOARD OF TRUSTEES

ORIGINAL PROPOSED Sec. 2.

No person shall be eligible as a Trustee of PNSLAI unless he/she is a member of good standing, and has all the qualifications disqualifications and as none provided of in the the pertinent laws of the Corporation Code of the Philippines, SEC and BSP.

Sec. 2.

He must not be currently a trustee/director or an official employed in any position involved in the management and administration of a directly competing SLAI/Quasi-Bank and Non-Bank Financial Institution, or, if not currently holding the same, he must not have held such positions for the past five (5) years prior to his election.

ARTICLE VI BOARD OF TRUSTEES

ORIGINAL Sec. 3.

Election of Trustees shall be held every two years at the annual general membership meeting, which shall be conducted in the manner provided in the Corporation Law.

The formalities, procedures and machinery for election shall be presiding determined at the by meeting; the officer provided, however, that voting must be by secret ballots.

PROPOSED

ARTICLE VI BOARD OF TRUSTEES

ORIGINAL PROPOSED Sec. 4.

The regular meeting of the Board of Trustees shall be held at the principal office of the Association or such any place as may be designated from time to time by the Board of Trustees, on the second Thursday for each month at nine o’clock (9:00) A.M.

Sec. 4.

or any day of

each month

as determined by Board of Trustees

at nine o’clock (9:00) A.M.

provided that a written notice or by telephone, electronic mail, text or other expeditious means, of the regular meeting shall be sent at least one day prior to the meeting.

ARTICLE VI BOARD OF TRUSTEES

ORIGINAL Sec. 5.

The Special meetings of the Board of Trustees which shall be held at the principal office of the Association or at such other place as may be designated in the call, may be called by the Chairman of the Board on his own initiative or when requested of him in writing by at least two other members of the Board of Trustees.

PROPOSED

ARTICLE VI BOARD OF TRUSTEES

ORIGINAL PROPOSED Sec. 6.

The

written

notices of both special and regular meetings shall be sent by the Secretary to each member of the Board not later than one day before any such meeting, and notices of special and regular meetings shall state the object and purposes thereof.

However, no failure of notice of any regular meeting shall invalidate such meeting.

Sec. 6.

The notices of both special and regular meetings shall be sent by the Secretary to each member of the Board not later than one day before any such meeting, and notices of special and regular meetings shall state the object and purposes thereof. However, no failure of notice of any regular meeting shall invalidate such meeting.

ARTICLE VI BOARD OF TRUSTEES

ORIGINAL Sec. 7.

A quorum at any meeting of the Trustees shall consist of a majority of the entire membership of the Board. A majority of such quorum shall decide any question that may come before the meeting, except as provided by the Corporation Code.

PROPOSED

ARTICLE VI BOARD OF TRUSTEES

ORIGINAL Sec. 8.

Each Trustee shall receive a minimum per diem which the Board may determine for attendance at any meeting of the Board subject to the provisions of the Corporation Code.

Provided, however, that nothing therein contained shall be construed to preclude any Trustee from serving in any other capacity therefor.

and The receiving Board compensation shall fix the compensation of any Trustee who serves in any other official capacity or performs executive functions or any special service to the Association.

PROPOSED

ARTICLE VI BOARD OF TRUSTEES

ORIGINAL Sec. 9.

and The Board of Trustees shall have full power authority over the management of the Association and perform such other functions as mandated by R.A. 8367, Corporation Code of the Philippines, and the Manual of Regulations for Banks and Other Financial Intermediaries issued by the Bangko Sentral ng Pilipinas. Furthermore, any trustee whose function in the Association requires the exercise of discretion, more specifically the President, Executive Vice-President and General Manager, and Senior Vice-President for Operations and Administration, shall not be subject to/covered by any prescribed compulsory retirement age, and shall continue in such function/position provided sufficient proof of his/her mental and physical fitness to act and perform the duties/responsibilities thereof is presented/exists. The requirement of being mentally and physically fit to perform the duties/responsibilities appurtenant to his/her position should both concur/be present, otherwise the absence of either one would tantamount to a disqualification to further hold such position in Management.

PROPOSED

ARTICLE VI BOARD OF TRUSTEES

ORIGINAL Sec. 10.

Chairman of the Board – He shall be the presiding officer of the Board of Trustees at all meetings. He shall have general supervision of the general affairs of the Association.

PROPOSED

ARTICLE VI BOARD OF TRUSTEES

ORIGINAL Sec.

11.

The Vice-Chairman shall exercise all the functions and perform all the duties of the Chairman in the absence or disability of the latter and shall perform such other duties as may be assigned to him by the Board of Trustees or the Chairman of the Board.

PROPOSED

ARTICLE VI

ORIGINAL

BOARD OF TRUSTEES

PROPOSED Sec. 12.

The Corporate Secretary shall issue notices of all meetings upon order of the Chairman; shall prepare and keep the minutes; shall have charge of the corporate books, except books of accounts; shall sign such instruments as shall require his signature; and shall make such reports and perform such other duties as are incident to his office or are properly required by him by the Board of Trustees.

ARTICLE VII DIRECTION, MANAGEMENT AND ADMINISTRATION

ORIGINAL Sec. 1.

The Officers of the Association shall be a President, an Executive Vice President, Vice-Presidents, General Manager, Internal Auditor, and such other officers as may be designated by the Board of Trustees from time to time. The President shall be elected by the Board of Trustees from among themselves.

PROPOSED Sec. 1.

The Officers of the Association shall be a President, an Executive Vice President,

Senior Vice-Presidents,

Vice-Presidents, General Manager, Internal Auditor, and such other officers as may be designated by the Board of Trustees from time to time.

The President shall be elected by the Board of Trustees from among themselves.

ARTICLE VII DIRECTION, MANAGEMENT AND ADMINISTRATION

ORIGINAL Sec. 2.

The staff officers and rank and file employees shall be appointed on a permanent basis.

PROPOSED

ARTICLE VIII

POWERS, DUTIES AND RESPONSIBILITIES OF THE OFFICERS OF THE ASSOCIATION ORIGINAL Sec. 1.

The President shall provide the direction of the Association and the business operation of the Association based on the guidance of the Board of Trustees; shall sign or countersign all contracts and other instruments of the Association; shall make reports to the Trustees and members; shall see to it that the policies, resolutions and orders of the Board of Trustees are duly executed and carried out; and shall perform all such other duties as are incident to his office or are properly required of him by the Board of Trustees, and in accordance with applicable provisions of Republic Act 8367 and the Corporation Code of the Philippines.

PROPOSED

ARTICLE VIII

POWERS, DUTIES AND RESPONSIBILITIES OF THE OFFICERS OF THE ASSOCIATION ORIGINAL Sec. 2.

shall The Executive Vice-President assist the President in the management Association and and, if operation qualified, of the shall exercise all the functions and perform all the duties of the President in the absence or disability of the latter and shall perform such other duties as may be assigned to him by the President

PROPOSED

ARTICLE VIII

POWERS, DUTIES AND RESPONSIBILITIES OF THE OFFICERS OF THE ASSOCIATION ORIGINAL Sec. 3.

manage The General Manager shall and control the properties, interest, business and affairs of the Association; assist the President in the implementation of all policies of the Board; plan and prepare an Annual Budget in coordination with the other staffs for the approval of the Board; prepare training programs to enhance the professional knowledge and skill of the staff officers and employees, and perform such other functions as may be directed by the President.

PROPOSED

ARTICLE VIII

POWERS, DUTIES AND RESPONSIBILITIES OF THE OFFICERS OF THE ASSOCIATION ORIGINAL PROPOSED Sec. 4. The Senior Vice President for Operations shall provide overall direction and guidance to the operational activities of the Operations Department. He/She shall develop a cohesive and comprehensive marketing strategies loan that packages will and increase production performance and revenue generation. He/She shall provide direction and structure for operating units that will keep all branch offices moving in the same general direction of maximizing growth and profitability of the Association. He/She shall prepare the annual Operating Program Budget and the semestral and annual Program Performance Review and Assessment. Follows direction set by the President.

ARTICLE VIII

POWERS, DUTIES AND RESPONSIBILITIES OF THE OFFICERS OF THE ASSOCIATION ORIGINAL PROPOSED Sec.

The Management Senior Group Vice will be President responsible for for Asset the financial/fiscal management of the Association and provide comprehensive reporting of all financial and management accounting, human resource planning and budgeting of the administration and other support activities. He/She shall be responsible for setting the strategic direction of and providing executive leadership to the Human Resources function this including responsibility for occupational health and safety, along with employee and Labor Relations policies and progressive, programs.

proactive He/She shall compensation, maintain retirement/ separation plans and employee benefits programs to provide motivation, incentives and rewards for effective performance. He/She shall be responsible for providing the logistics requirements of the Association and custody of the properties of the Association.

ARTICLE VIII

POWERS, DUTIES AND RESPONSIBILITIES OF THE OFFICERS OF THE ASSOCIATION ORIGINAL Sec.

The Administration and Vice-President Human for Resource Management and Development shall have custody of the properties of the Association; qualified provide human adequate resources and and economical logistics requirements of the Association and perform all other relevant duties required by the President.

PROPOSED Sec.

Administration The and Vice-President Human for Resource Management and Development shall have custody of the properties of the Association; qualified provide human adequate resources and and economical logistics requirements of the Association and perform all other relevant duties required by the Presiden t.

ARTICLE VIII

POWERS, DUTIES AND RESPONSIBILITIES OF THE OFFICERS OF THE ASSOCIATION ORIGINAL Sec. 5.

The Vice-President for Treasury shall have custody of all money and securities which come into his/her possession. He/She shall, as far as practicable, deposit the money of the Association in such banks as may be designated from time to time by the Board of Trustees. He/She shall perform all other duties incident to his/her office and all that are properly required of him/her by the President. He/She shall post a bond as may be required by pertinent regulations.

PROPOSED Sec. 7.

ARTICLE VIII

POWERS, DUTIES AND RESPONSIBILITIES OF THE OFFICERS OF THE ASSOCIATION ORIGINAL Sec.

The Vice-President for Comptrollership shall keep regular books of accounts where the financial transactions of the Association shall be entered; shall prepare all the financial reports as required by the President or Board of institutions trustees and government

PROPOSED Sec. 8.

The Vice-President for

Finance

shall keep regular books of accounts where the financial transactions of the Association shall be entered; shall prepare all the financial reports as required by the President or Board of trustees and government institutions

ARTICLE VIII

POWERS, DUTIES AND RESPONSIBILITIES OF THE OFFICERS OF THE ASSOCIATION ORIGINAL Sec. 7.

The Internal Auditor shall report directly to the Board of Trustees or to an Audit and composed of Examining trustees who Committee are not connected with the management. The Internal Auditor shall not install nor develop procedures, prepare records or engage in other activities which he normally reviews or appraises.

PROPOSED Sec. 9.

ARTICLE IX AUTHORIZED SIGNATORIES

ORIGINAL Sec. 1.

All negotiable and other instruments, contracts and documents of any kind executed for and in the name of the Association shall be signed by the President or the General Manager, and whenever required by the board shall be countersigned by the Corporate Secretary: Provided that the Board may authorize such other officer or officers or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, as may be necessary in the usual course of the operations and transactions of the Association and under such conditions as the Board may impose; Provided, further, that in case of checks, drafts or orders for the payment of money, notes, evidences of indebtedness or any other instruments that may be required, the same shall be signed by the Treasurer/Vice-President for finance or any other officer assigned with the Treasury/Finance Department so authorized by the Board, and countersigned by the President or any other authorized officer of the Association.

PROPOSED Sec. 1.

Vice-President for Treasury

or any other officer assigned with the

Department Treasury

so authorized by the Board, and countersigned by the President or any other authorized officer of the Association.

ARTICLE X LOANS AND CREDIT POLICIES

ORIGINAL Sec. 1.

The Board of Trustees shall provide overall policy guidance on loans.

PROPOSED

ARTICLE X LOANS AND CREDIT POLICIES

ORIGINAL PROPOSED Sec. 2. No loan shall have a maturity date of more than five (5) years or 60 months except loans on the security of unencumbered real estate, for the purpose of building, acquiring or repairing residential houses and for the purpose of land on which to build houses which may be granted with maturity date not exceeding fifteen (15) years.

ARTICLE X LOANS AND CREDIT POLICIES

ORIGINAL Sec. 2.

The Board of Trustees shall create a Credit Committee which shall formulate policies, rules and regulations in accordance with Republic Act 8367 and the Manual of Regulations for Banks and other Financial Intermediaries issued by the Bangko Sentral ng Pilipinas that will safeguard the granting of loans to the members.

PROPOSED Sec. 3.

The Board of Trustees shall create a Credit

and Loans

Committee which shall formulate policies, rules and regulations in accordance with Republic Act 8367 and the Manual of Regulations for Banks and other Financial Intermediaries issued by the Bangko Sentral ng Pilipinas that will safeguard the granting of loans to the members.

ARTICLE XI OPERATING PROGRAM BUDGET

ORIGINAL Sec. 1.

There shall be an approved OPERATING PROGRAM BUDGET (OPB) to cover the expenditure of the Association for a particular year.

The President shall present the OPB for the coming year on or before the regular BOT meeting in September.

The OPB shall be reviewed and approved by the Board of Trustees on or before the regular BOT meeting for the month of November.

PROPOSED Sec. 1.

There shall be an approved OPERATING PROGRAM BUDGET (OPB) to cover the expenditure of the Association for a particular year. The OPB shall be reviewed and approved by the Board of Trustees on or before the regular BOT meeting for the month of November.

ARTICLE XII PROGRAM PERFORMANCE REVIEW AND ASSESSMENT

ORIGINAL Sec. 1.

There shall be semestral and annual Program Performance Review and Assessment (PPRA) to be conducted regularly to gauge the performance of the Association. The President shall present the annual PPRA on or before the regular BOT meeting in February while the semestral PPRA shall be presented not later than two (2) months after the end of the period under review.

PROPOSED

ARTICLE XIII SEPARATION AND RE-ENTRY

ORIGINAL Sec. 1.

Any member may severe his membership by written applications addressed to the Board of Trustees subject to the applicable provisions of Republic Act 8367.

PROPOSED Sec. 1.

Any member may

terminate

his membership by written application addressed to the Board of Trustees subject to the applicable provisions of Republic Act 8367.

ARTICLE XIII SEPARATION AND RE-ENTRY

ORIGINAL PROPOSED Sec. 2. A previous member may re apply by application submitting addressed a to written the Membership Committee and his application shall be subject to the approval of the Board of Trustees.

ARTICLE XIV DISTRIBUTION OF NET INCOME

ORIGINAL Sec. 1.

The Board of Trustees may declare dividends only from the net earnings of the Association after making proper provisions for the necessary reserves in accordance with the regulations of the Bangko Sentral ng Pilipinas and applicable provisions of Republic Act 8367.

PROPOSED Sec. 1.

The Board of Trustees may

distribute net income to its members out of its adjusted Undivided Profits and the balance of its Surplus Free Account as of the calendar year-end or fiscal year-end immediately preceding the date of net income distribution but in no case shall the Association distribute any of its net income and/or surplus to its member if its Capital Adequacy Ratio and capital contributions are below the level required under applicable provisions of Republic Act 8367 and the rules and regulations prescribed by the Bangko Sentral ng Pilipinas.

ARTICLE XV ACCOUNTING PERIOD

ORIGINAL Sec. 1.

The fiscal year of the Association shall commence on January 1 st and close on the 31 st day of December of the same year.

PROPOSED

ARTICLE XVI SEAL

ORIGINAL Sec. 1.

The Corporate seal of the Association shall be determined by the Board of Trustees.

PROPOSED

ARTICLE XVII GENERAL PROVISIONS

ORIGINAL Sec. 1.

In the absence of the specific provisions of the By-Laws as well as orders, circulars, rules and regulations of the Board of Trustees of the Association and the Bangko Sentral ng Pilipinas, Republic Act 8367 shall govern the operation of the Association.

PROPOSED

ARTICLE XVII GENERAL PROVISIONS

ORIGINAL Sec. 2.

The Flag Officer in Command of the Philippine Navy shall be the Adviser of the Association.

PROPOSED

ARTICLE XVIII AMENDMENTS, REPEAL OR ADOPTION OF BY-LAWS

ORIGINAL Sec. 1.

Majority of the members and majority of the members of the Board of Trustees, may, at a meeting called for that purpose, may amend or repeal the by-laws, or adopt new by-laws, subject to the approval of the Bangko Sentral ng Pilipinas and SEC.

PROPOSED Sec. 1.

Majority of the members

by person or by proxy either

and majority of the members of the Board of Trustees, at a meeting called for that purpose, may amend or repeal the by-laws, or adopt new by-laws, subject to the approval of the Bangko Sentral ng Pilipinas and SEC.

Two-thirds (2/3) of the members may delegate the power to amend, repeal, or adopt new by-laws to the Board of Trustees pursuant to the provisions of the Corporation Code of the Philippines.

EXPLANATORY NOTE

The proposed amendments to Article VI (Board of Trustees), more specifically Sections 1, 2 and 8 of the PNSLAI By-Laws insofar as they pertain to the Independent Trustees required pursuant to BSP Circular No. 749, series of 2012 (amending subsection X141.1 of the Manual of Regulations for Banks) which were approved by more than 2/3 voting rights of the members during the Special General Membership Meeting held on December 01, 2012, were thereafter discontinued (and the folder containing said proposed amendments which were transmitted to and were pending at BSP, was returned to PNSLAI), based on a letter from BSP (Director Ma. Belinda G. Caraan, ISD I) dated 16 April 2013 addressed to the PNSLAI President, Commo Dante Z. Ruiz AFP (Ret), the pertinent portions of which are quoted thus:

EXPLANATORY NOTE “ x x x.

the provisions of subsection X141.1 of the Manual of Regulations for Banks (as amended by the aforementioned Circular) requiring the appointment of Independent Directors, were not made applicable to Non-Stock Savings and Loan Associations. Hence, PNSLAI is not required to amend its AOI and By-Laws to include Independent Trustees in the composition of its BOT.