SEDP MBA BOARD OF TRUSTEES ELECTION GUIDELINES

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2 SEDP MBA BOARD OF TRUSTEES ELECTION GUIDELINES Board of Trustees is the highest governing body of Simbag sa Emerhensya asin Dagdag Paseguro Mutual Benefit Association Inc (SEDP MBA). It is composed of seven (7) members with four (4) officers namely; the President, Vice President, Secretary and the Treasurer. Term of office is three years and the election is done every three (3) years. To help guide the general membership in the process of election, it is necessary to furnish a guideline which is as follows: BOARD OF TRUSTEES DUTIES & RESPONSIBILITIES Unless otherwise provided by law, the corporate powers of the Board of Trustees shall be exercised, all business conducted and all properties of the corporation controlled and held by the Board of Trustees subject to approval of the majority of its members. Without prejudice to such powers as may be granted by law, the Board of Trustees shall have the following duties and responsibilities: 1. Regularly attends the scheduled board meetings, special meetings and any other meetings called upon by the President with the purpose pertaining to SEDP MBA. 2. Actively participate in the discussion during meetings and make reasonable suggestions as a resolution to matters being discussed for final decision. 3. Purchase, receive, take or otherwise acquire for and in the name of SEDP MBA any and all properties, rights, or privileges, including securities and bonds of other corporations, for such consideration and upon such terms and conditions as the Board may deem proper or convenient. 4. Invest the funds of SEDP MBA in other corporations or for the purposes other than those for which the SEDP MBA was organized, subject to such approval of the members as may be requires by law. 5. From time to time promulgate rules and regulations consistent with the by-laws, and to review, revise or amend the same when it deems necessary for the management of the SEDP MBA s business and affairs. 6. Appoint and dismiss any employee of SEDP MBA whether regular, probationary, casual, or contractual, fix or adjust their salaries and all other personnel movements. 7. Implement by-laws and to act on any other matter not covered by the by-laws, provided such matter does not require the approval or consent of the members of SEDP MBA under the Corporation Code. 8. Establish pension, retirement, bonus, or other types of incentives or compensation plans for the members, employees, including officers and Trustees of SEDP MBA. 9. Approve all contracts for construction and major repairs or maintenance work, and other contracts involving significant amounts as well as sale of non-current assets. 10. Incur indebtedness as the Board may deem necessary, to issue evidence of indebtedness including notes, deeds of trust, bonds, debentures, or securities, subject to such approval of the members as may be required by law, and/or pledge, mortgage, or otherwise encumber part of the properties of SEDP MBA. 11. Delegate any of its powers or function to an executive committee or to any officer of SEDP MBA to any standing or special committee or to any officer or agent and to appoint any person to be an agent of SEDP MBA. 12. to incur indebtedness as the Board may deem necessary, to issue evidence of indebtedness including notes, deeds of trust, bonds, debentures, or securities, subject to such approval of the members as may be required by law, and/or pledge, mortgage, or otherwise encumber part of the properties of SEDP MBA.

3 COMPOSITION 1. The Board of Trustees of SEDP MBA shall consist of seven (7) members namely the following: five (5) trustees shall be elected by the active members with existing loans funded by the Simbag sa Pag-Asenso Inc.; two (2) independent trustees, to be elected by the active members with existing loans funded by the Simbag sa Pag-Asenso Inc.;. 2. The Board of Trustees shall be elected every three years by majority of its members during its annual meeting. 3. The independent trustee shall be elected by the majority of its members upon the nomination of the Nomination Committee of the Board of Trustees. Notwithstanding the foregoing, for the duration that the SEDP MBA is under a conservatorship of the Insurance Commissioner, the independent trustee shall be appointed by, and shall serve at the pleasure of the Insurance Commissioner. 4. The independent trustees are deemed members of SEDP MBA and shall pay the usual membership dues. They have the same obligations, rights and privileges as regular members in good standing. QUALIFICATIONS, RENUMERATIONS & TERMS OF OFFICE 1. The trustees to be elected must be of legal age, recognized active beneficiary member of SEDP MBA or any of its affiliates, has consistently performed very satisfactorily for at least the last three (3) years in her membership and has ongoing businesses funded by loan from Simbag sa Pag-Asenso Inc. or any of its affiliates and is willing to perform the functions of a trustee without any remuneration. 2. No member convicted by final judgment of an offense punishable by imprisonment for a period exceeding six (6) years, or a violation of the Corporation Code of the Philippines committed within five (5) years prior to the date of her election or appointment, shall qualify as a Trustee or Officer. In addition, a member whose membership has been terminated due to various reasons, and/or has resigned from membership with SEDP MBA or any of its affiliates, shall also be disqualified from being a Trustee or Officer. 3. The elected members of the Board of Trustees shall serve beginning immediately following their election for a term of three (3) years until their successors shall have been elected. Provided, that no member shall serve as member of the Board of Trustees for more than two (2) consecutive terms. 4. Preferably at least high school graduate with trainings or exposure in governance and management (for independent trustee). 5. Actively participating in all church related activities in the community or Parish where he/she resides. 6. The trustee nominee shall be highly recommended by the center and endorsed through a resolution affirming the nomination.

4 NOMINATION COMMITTEE 1. Shall be composed of at least three (3) members of the board of directors, one of whom must be independent. 2. Shall review and evaluate the qualifications of all persons nominated to the Board as well as those nominated to other positions requiring appointment by the Board of Trustees. It should prepare a description of the roles and capabilities required of a particular appointment. 3. The SEDP MBA Nomination Committee is hereby vested sole authority to conduct and supervise the elections for the members of the Board of Trustees and other officers and proclaim the winners. The nomination committee shall likewise be the judge of all electoral contests, including questions on the qualification of candidates and its decision shall be final unless appealed to the Board of Trustees whose decision shall be final. 4. The elected members of the nomination committee shall serve immediately after their election until after the next election. 5. The nomination committee may deputize such personnel of the head office of the SEDP MBA which it may deem necessary to enable it to perform its function. 6. The members of the nomination committee shall not be entitled to any salary but shall be entitled to per diem and reimbursement of actual expenses for attendance of official meetings equal to those received by members of the Board of Trustees. 7. No member elected as a member of the Nomination committee shall be eligible for election for any position during his term of office even if he resigns or is removed from office for any reason.

5 ELECTION PROCESS (MEMBER LEVEL) 1. The election of members of the Board of Trustees will be selected among the active members of SEDP- Simbag sa Pag-Asenso Inc. 2. SEDP MBA will issue election guidelines to all centers of SEDP-Simbag sa Pag-Asenso Inc. for their awareness. 3. Each center shall elect one member nominee for SEDP MBA Board of Trustees following the qualifications stated in the guidelines. 4. The elected center nominee will represent his/her center to the level within the area. 5. The shall elect the best two (2) nominees to be endorsed to the Nomination Committee for review and validation. 6. The Nomination Committee shall group all winners on an area level. The area winners shall select from among themselves three candidates for the area election for their BOT representative. These activities shall be under the supervision of the Nomination Committee. 7. The Nomination Committee shall issue an Advisory to all centers through the declaring the Official List of Qualified Nominees for Board of Trustees for each area together with the instructions on the center level voting process (forms should be explained before voting). 8. The center members shall vote for one candidate from each Nominee. Together voting must also be made for two Independent Trustees, one representative from SEDP-Simbag sa Pag-Asenso Inc. and one representative from Social Action Center - Legazpi Diocese. 9. Sealed results of voting must be submitted to the Nomination Committee on the day of voting. 10. The Nomination Committee shall tabulate the consolidated votes from the centers to determine the winners. 11. In case of a tie, draw lots will be done through toss coin to determine the winner. 12. The election will be under the supervision of the Board of Trustees Nomination Committee and the announcement of winners as well. Decision of the BOT Nomination Committee shall be final. 13. The announcement and proclamation of winners will be during the SEDP MBA Annual General Assembly Meeting. Election Flow Center 1 Center 2 Center 3 2 nominees Representative BOT Member

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