Membership Committee Charter

MEMBERSHIP COMMITTEE CHARTER

I. GENERAL PURPOSE AND AUTHORITY

The PSSLAI Membership Committee (the “Committee”) is constituted by the Board of Trustees (the “Board”) for the purpose of promoting membership growth, addressing members’ welfare, and encouraging the retention of existing members. It is empowered to:

  1. Consult and communicate with management about members’ concerns with the end of continuously improving the Association’s products, services and benefits and timely addressing any issues that may affect membership recruitment, retention and growth;
  2. Recommend to the Board of Trustees membership recruitment, marketing and retention plans;
  3. Recommend to the Board policies and programs that will promote and protect the members’ rights as consumers and as members of the Association and oversee its implementation; and
  4. Perform such other functions relating to membership as may be delegated to it by the Board of Trustees.

II. COMPOSITION

  1. The Committee shall be composed of at least three (3) members of the Board of Trustees, including the Chairperson. They shall be nominated and appointed every three (3) years, or may be reorganized as deemed necessary by the Board of Trustees.
  2. The Corporate Secretary shall be the Committee Secretary.
  3. The Committee may also invite Resource Person/s from the Management and employees who shall act as subject matter experts (SME) and provide comprehensive and reliable information required by the Committee to be used for their deliberation and decision-making.
  4. The Chairperson of the Committee or any of its Members may be removed from office only by the Board. Should any vacancy arise, the Board shall appoint a new Member in order to meet the required composition of the Committee.

III. QUALIFICATIONS

  1. The Chairperson of the Committee shall be an independent Trustee.
  1. The Members of the Committee who are Trustees shall possess the same qualifications and none of the disqualifications of a Trustee, as prescribed by Securities and Exchange Commission (SEC) and the Bangko Sentral ng Pilipinas (BSP). In addition, they must possess the following qualifications set by the Board of Trustees:
    1. Must have completed a Masteral Degree preferably in the fields of Accounting, Management, Business Administration, Finance or its equivalent;
    2. Must be a graduate of the Professional Director’s Program of the Institute of Corporate Directors or equivalent program providers accredited by BSP/SEC;
    3. Must have a good leadership experience at a strategic or policy making level in a corporate, government or non-profit organization;
    4. Must be able to demonstrate financial, legal and business literacy through previous experiences;
    5. Must have demonstrated that they have sufficient time to fully carry out the Trustee’s responsibilities;
    6. Must have a reputation for ethical behavior both personally and professionally; and
    7. Must be free from any conflict of interest that may impair the Trustee’s ability to make consistent and fair decisions in the best interests of the Association.

In addition to the mandatory qualifications, a Trustee must demonstrate the following set of skills and personality traits:

    1. INTEGRITY – must be able to act in a manner that will sustain and improve trust to reinforce the Association’s reputation and brand.
    2. KNOWLEDGE OF GOVERNANCE – must have the experience as a leader in any organization of similar interests of strategic level with a track record of preparing for and contributing to meetings, discussions and oversight in a lead role. Further, he must have the ability to readily distinguish between governance and operational matters as well as better understanding of risk management.
    3. COLLABORATIVE SKILLS – must be able to demonstrate ability to perform effectively as part of a team of the Board to help achieve expected Board performance. This includes effective negotiation skills, ability and willingness to build consensus, strong conflict management skills and willingness to accept and support Board decisions.
    4. COMMUNICATIONS – must have the ability to convey information during the Board meetings effectively and efficiently by justifying viewpoints with logic, facts and figures as well as by listening effectively.
    5. BUSINESS ACUMEN – must have the experience in dealing with general business matters or understanding of complex business situations.
    6. INDEPENDENCE – must have sense of impartiality and freedom from influence by any factors other than the interest of the members of the Association.
    7. KNOWLEDGE ON LEGISLATION AND STANDARDS – must be familiar with relevant legislations, policies and standards applicable to Savings and Loan Industry.
  1. The members of the Committee shall be provided with necessary professional education/training relevant to the operations of the Association, including the annual continuing training on relevant topics of at least eight (8) hours.
  1. Any member of the Committee who has been absent or who has not participated, for whatever reason, in more than fifty percent (50%) of all meetings cumulatively during a given period, both regular and special, shall be removed for cause and disqualified for reappointment in the succeeding election, except that if the Chairman certifies that said member was given the agenda for the meeting and their comments/discussions thereon were taken up in the meeting, said member shall be considered present in the meeting. This disqualification applies only for purposes of the immediately succeeding election.

IV. MEETINGS

  1. The Committee shall meet once a month at least one week prior to the Board meeting. The Committee Chairman may call for one (1) special meeting per month as may be necessary.
  2. The Committee Chairperson shall preside at each meeting, and in his absence, another member of the Committee shall be designated by the Committee Chairperson as acting chair.
  3. A quorum will comprise the majority of the Members of the Committee. Voting on Committee matters shall be on one member – one vote basis. Majority vote of all Members present shall constitute an official action of the Committee.
  4. The Members of the Committee shall attend its meetings in person or through teleconferencing and videoconferencing conducted in accordance with the rules and regulations of the SEC in such a manner that will allow the Member who is taking part in said meetings to actively take part in the deliberations on matters taken up therein, except when justifiable causes prevent his attendance, to ensure that the quorum requirement will be met.
  5. The agenda for the meetings shall be set under the direction of the Committee Chairman. The notice and agenda of the meeting shall be furnished to the Members one week before the scheduled meeting and shall include briefing and/or background materials as appropriate. Any member may recommend or suggest topics that may be discussed by the Committee.
  6. The Secretary shall keep a systematic record of Minutes of the meeting, briefing packages and other relevant documents related to the Agenda discussed and approved. The minutes shall be circulated in draft form to all Committee Members and shall be considered for approval by the Committee at a subsequent meeting. The Chairperson shall report the Committee’s actions, recommendations, or findings to the Board at the next regularly scheduled meeting following a Committee meeting.
  7. The Committee may invite any officer, employee or any external party with competence/expertise to attend its meeting as it deems necessary. To maximize effectiveness and support an atmosphere that allows frank discussion of sensitive matters, the Committee must limit attendance to those who can make meaningful contribution to agenda topics.
  8. The Committee shall ensure that follow-up actions on previous committee meetings are properly addressed and monitored.

V. DUTIES AND RESPONSIBILITIES

The Committee is responsible for overseeing plans, programs, policies and affairs pertaining to members and membership with the Association. In so doing, it shall:

  1. Recommend strategies to gradually increase membership and retain current members in line with the sustainability goals of the Association;
  2. Periodically evaluate membership eligibility to possibly augment membership base while ensuring that members accepted are within the “well-defined” group in accordance with the law and the Association’s by-laws;
  3. Assess the barriers to recruitment, ensure that the Association remains responsive to membership issues and concerns and develop recommendations to enhance new membership applications;
  4. Provide guidance on the conduct of market studies and the development of research instruments that will elicit substantial information from members and prospective members and effectively assess the market’s needs and opinions;
  5. Provide guidance on information dissemination to ensure that members get accurate and timely information on matters brought to their attention for consideration or approval;
  6. Periodically review the membership manual, including all other membership policies, and recommend changes and improvements as may be necessary;
  7. Recommend and provide guidance on orientation and seminars given to existing and new members that will enhance and add value to membership;
  8. Recommend policies that will ensure effective member participation in meetings and that members entitled to vote are well-informed of the rules and procedures especially those governing the election of trustees and oversee the implementation thereof;
  9. Recommend policies that promote the rights of the members, remove impediments to the exercise of those rights, and provide an adequate avenue for them to seek timely redress for breach of their rights and oversee the implementation thereof;
  10. Ensure that all members are aware and abreast of the Association’s products, services, benefits and corporate social responsibility activities and programs;
  11. Recommend policies that promote fair, equitable and impartial treatment of members;
  12. Recommend and provide guidance on the adoption and implementation of a consumer protection program;
  13. Perform such other functions which may be exercised by the Committee not inconsistent with the by-laws and applicable laws, rules and regulations and approved by the Board.

VI. REPORTING

Every regular Board meeting, the Committee shall report to the Board including updates of activities and projects of the Committee and/or other significant issues to enable the Board to make well-informed decisions on matters handled by the Committee. Minutes of meetings of the Committee which specify opinions and official actions of the Committee on various matters, shall be disclosed to the Board of Trustees.

VII. CHARTER AMENDMENTS

The Committee shall from time to time assess the adequacy of this Charter and approve, review and update at least annually or whenever there are significant changes in this Charter and recommend changes thereto to the Board.

Any amendment to this Committee Charter shall be approved by the Board of Trustees.