NOTICE OF ANNUAL GENERAL MEMBERSHIP MEETING
NOTICE IS HEREBY MADE that, in light of the COVID-19 pandemic and the need to continue practicing health safety protocols, the Annual General Membership Meeting (AGM) of the Armed Forces and Police Mutual Benefit Association, Inc. (AFPMBAI) will be conducted on 15 May 2021 at 9 A.M. via video conference.
The Order of Business of the meeting is as follows:
1. Call to Order
The Chief of Staff of the Armed Forces of the Philippines and Chairman of the AFPMBAI will preside over the meeting and call the meeting to order.
2. Proof of Notice of the Meeting
The Corporate Secretary will confirm that the Notice and Order of Business for the Annual General Membership Meeting (AGM) on 15 May 2021 was duly published in at least two (2) newspapers of general circulation, and that the Association has complied with the required notices pursuant to Article V, Section 3 of the Bylaws.
3. Proof of Presence of Quorum by the Corporate Secretary
The Corporate Secretary will certify the existence of a quorum, in accordance with Article V, Section 4 of the Bylaws, by stating the number of regular members virtually present and by proxy as of the end of the registration period. He will also introduce each member of the Board of Trustees to the members virtually present.
4. Opening Remarks
The Chairman of the Board will deliver his opening remarks to the members.
5. Approval of the Minutes of the AGM held on 11 July 2020
The members virtually present and by proxy will be asked to approve the Minutes covering the AGM held on 11 July 2020. A summary of the Minutes has been uploaded in the AFPMBAI website (www.afpmbai.com.ph) the next business day after the AGM.
6. Matters Arising from the Minutes of the Previous Meeting
The Chairman and presiding officer of the AGM will ask the members virtually present if they have matters to raise regarding the Minutes of the 2020 AGM. If there are matters raised, these will be discussed thoroughly, with the members of the Board and of Management responding to all queries.
7. Report of the President and CEO
The President of AFPMBAI will deliver a detailed assessment of the Association’s performance in 2020, including significant accomplishments, operational milestones and financial performance. The members virtually present will also be given an opportunity to ask questions and clarify issues before the report is noted by the body.
8. Ratification of the Acts and Resolutions of the Board of Trustees, Corporate Officers, and Management
The members virtually present will be asked to ratify the acts and resolutions of the Board of Trustees, Corporate Officers, and Management covering the period July 1, 2020 to March 31, 2021.
9. Report of the Audit Committee
The Chairman of the Audit Committee shall report on AFPMBAI’s external auditor, internal audit quality assessment, control environment and activities, and risk assessment.
10. Appointment of External Auditor for CY 2021-2022
The Chairman of the Audit Committee shall recommend for approval of the general membership the appointment of the selected external auditor of the Association for CY 2021-2022.
11. Report of the Governance Committee
The Chairman of the Governance Committee shall report matters pertaining to Corporate Governance, as well as to the performance of the Board for CY 2020.
12. Report of the Risk Management and Related Party Transaction Committee
The Chairman of the Risk Management and Related Party Transaction Committee shall report on the status of the Association’s top risks and how these are being managed.
13. Report of the Nomination Committee
The Chairman of the Nomination Committee will present the roster of candidates for trustees, as well as trustees seeking re-election, including their profiles. He will also explain the nomination process to the members.
14. Election of the Members of the Board of Trustees
The members virtually present and by proxy will be given the opportunity to individually elect the members of the Board of Trustees for CY 2021-2022. The Chairman of the Committee on Election (COMELEC), who will come from the Judge Advocate General Service (JAGS), will explain to the body the rules on election of the members of the Board, after which the floor shall be open for election of the fifteen (15) members of the Board of Trustees, including three (3) independent trustees. After the votes for each Board seat has been counted, including the votes of members in absentia, the Chairman of the COMELEC shall proclaim the duly elected members of the Board.
15. Oath-Taking of the Members of the Board of Trustees
The COMELEC Chairman will officiate the oath-taking of the newly-elected members of the Board of Trustees.
16. Other Matters
The Chairman of the Board of Trustees will inquire from the members virtually present if there are other matters they would like to raise or issues they would like to discuss regarding AFPMBAI. If there are matters raised, the members of the Board and Management will respond to each query.
After all the matters in the Order of Business have been taken up and resolved, and should there be no other matters to discuss, the meeting will be adjourned by the Chairman upon the agreement of the members present.
All Regular Members of the Association as of 30 April 2021 are entitled to attend. Pre-registration for the video conference will begin on 15 April 2021 at 12 Noon and end on 30 April 2021 at 12 Noon through https://afpmbai-agm2021.outsystemscloud.com/VirtualAGMM2021/ . Only those regular members who have successfully pre-registered may attend the meeting virtually and will have access to the materials for the meeting by 12 Noon of 10 May 2021.
Pre-registered members are requested to start voting immediately after receiving an official invitation through e-mail by 12 Noon of 10 May 2021, or not later than 12 Noon of 14 May 2021. Upon voting, the member will be considered registered for the event and will receive a confirmation notice together with the link to the virtual meeting. Members who are not able to vote by 12 Noon of 14 May 2021 will not be included in the list of registered members who can join the AGM on 15 May 2021. Pre-registered members who were able to vote by 12 Noon of 14 May 2021 but are unable to join the meeting on 15 May 2021 will still be counted in the quorum and their votes will also be included in the tabulation of results.
Registered members who will be joining the meeting are to be in the virtual meeting room by 8:15 AM of 15 May 2021 in order to be counted in the quorum. The link to the meeting will be sent to the e-mail addresses of the pre-registered members.
Further instructions on the conduct of the meeting and voting procedures may be found in the AFPMBAI website: www.afpmbai.com.ph.
Proxy forms are available at our Head Office, Branches and Extension Offices, and the AFPMBAI Website, for those who will not be able to attend the meeting but wish to send a representative. The representative must also be a regular member of the Association. The Corporate Secretary may be reached at firstname.lastname@example.org for the submission of duly-accomplished proxy forms. Deadline for the submission of duly accomplished proxy forms is at 12 Noon of 30 April 2021.
ATTY RENATO A DAVID
In light of the continuing COVID-19 pandemic, and the institution of government regulations to prevent the transmission of this disease, the 2021 AGM of AFPMBAI shall be held via video conference in its entirety and no physical meeting shall be held. Hence, the meeting shall be conducted virtually, accessible only to regular members of the Association who may participate in the meeting after having completed the registration and validation procedures.
- Only Regular Members of AFPMBAI are allowed to register and participate in the AGM scheduled on 15 May 2021 at 9 AM. Also, only Regular Members are qualified to be proxies of other regular members for the AGM.
- Per Article II Section 2 of the Bylaws, the Regular Members of the Association are the following:
- Military personnel in the active service of the Armed Forces of the Philippines (AFP);
- Uniformed personnel in the active service of the Philippine National Police (PNP), Bureau of Fire Protection (BFP), Bureau of Jail Management and Penology (BJMP), and Philippine Coast Guard (PCG); and
- Retired and honorably separated or discharged AFP, PNP, BFP, BJMP, and PCG personnel who converted their basic insurance into paid up insurance or purchase optional insurance
- Regular members as of 30 April 2021 may register online for the AGM through the AFPMBAI Website: www.afpmbai.com.ph . Click on the 2021 AGM link on the AFPMBAI website (https://afpmbai-agm2021.outsystemscloud.com/VirtualAGMM2021/) and proceed by filling out all the information required for registration.
- The following information shall be required from the members upon registration:
- Serial Number
- Last Name
- First Name
- Middle Name
- Branch of Service
- Date of Birth
- Email Address
- Contact number (Cellphone Number)
- Name of Proxies (as applicable) with the same information as the registrant
- ATM Account Details
- Online registration for the AGM will begin at 12 Noon on 15 April 2021 and end at 12 Noon on 30 April 2021.
- Regular members who will pre-register are to use the same email address and name for the pre-registration and when logging onto Zoom on May 15. This is to ensure that the same regular member who pre-registered will be the one attending, voting, and becoming entitled to raffle prizes.
- Registration of proxies will also be conducted during the same period. A scanned copy of the duly accomplished, signed and/or notarized proxy forms are to be sent electronically to email@example.com by 12 Noon of 30 April 2021.
- Only those members and proxies whose information and identities have been validated to be qualified to attend may be eligible to join and participate in the virtual meeting of the AGM on 15 May 2021
- Duly registered members will be required to download the Zoom application in the device they will be using for the 15 May 2021 AGM
- Duly registered regular members may also submit their candidates for Board seats according to the Rules on Nomination for the 2021 AGM.
Registration and Protocol for the AGM on 15 May 2021
- The virtual meeting of the AGM shall be accessible only to all duly pre-registered members who have voted by 12 Noon of 14 May 2021 and are in the meeting room by 8:15 AM of 15 May 2021..
- Pre-registered members will be sent an invitation to register for the meeting and vote starting at 12 Noon of 10 May 2021 via e-mail.
- Upon voting successfully, the member will be considered registered for the event and will receive a confirmation notice together with the link to the virtual meeting.
- On 15 May 2021, all registered members must already be in the virtual meeting room by 8:15 AM, after which the meeting room shall already be closed and registered members can no longer join the meeting.
- Once in the meeting, the member should click the Mute icon to turn off his microphone unless he is asked to or wishes to speak. This is to avoid the entry of unnecessary background noise that may disrupt the proceedings.
- As in previous AGMs, the following protocols must be observed by the registered member participating in the meeting:
- Listen attentively to the discussions.
- Should the member have questions or comments, he can do so at the appropriate time for responding to questions or comments by clicking the Palm icon (raised hand) on the screen.
- Once acknowledged by the presiding officer, the member should turn on his microphone and ask the presiding officer if he may be acknowledged.
- Only one member will be acknowledged at a time.
- If the member has been acknowledged by the presiding officer, he will state his rank, name, designation or assignment clearly.
- The member shall ask his question or state his comment politely and clearly. Once his query/ies and/or comment/s have been addressed, he should acknowledge that he has been clarified or thank the presiding officer for acknowledging his comment/s.
- The member shall click the Mute icon immediately after his discussion.
- Per Notice of Meeting for the AGM, the members whose identities have been validated and who have successfully registered for the meeting will be asked to vote on the following matters:
- Approval of the Minutes of the Meeting of the 11 July 2021 AGM;
- Ratification of the Acts and Resolutions of the Board of Trustees, Corporate Officers, and Management from 1 January 2020 to 31 March 2021;
- Appointment of External Auditor for CY 2021-2022
- Election of the Members of the Board of Trustees for CY 2021-2022; and
- Approval of such Other Matters as may be raised from the floor, by the Management, or by the Board with the permission of the majority of the Board of Trustees and majority of the duly-registered members.
- The duly-registered members will also be asked to note the following reports:
- Report of the President and CEO;
- Report of the Audit Committee;
- Report of the Governance Committee;
- Report of the Risk Management and Related Party Transaction Committee; and,
- Report of the Nomination Committee.
- Beginning 10 May 2021, at 12 Noon, materials for the matters for approval and notation as listed above will already be available in the AFPMBAI Website for members who are duly-registered for the AGM.
- An online ballot shall also be available for the registered members to cast their votes for the matters here presented by 12 Noon of 10 May 2021. The member must completely fill out the ballot not later than 12 Noon of 14 May 2021. Votes received beyond 12 Noon on 14 May 2021 will no longer be counted.
- The Head of the Association’s Information Technology Division shall certify and the Head of the Internal Audit Office shall validate the results of the tally of votes.
- The certified and validated tally of the votes shall be read after each matter has been taken up during the 15 May 2021 meeting and the voting results of the entire proceedings shall be published in the AFPMBAI Website by the next working day after the meeting, by 12 Noon of 17 May 2021.
- The votes of duly-registered members who are able to cast their vote by 12 Noon of 14 May 2021, but are unable to join the meeting on 15 May 2021, will still be counted and they shall also be counted in determination of a quorum for the said meeting.
Recording of the Proceedings of the 2020 AGM
- An audio and video recording shall be kept of the proceedings of the 15 May 2021 AGM. The record shall be safekept by the Corporate Secretary of the Association and shall be the basis for the preparation of the Minutes of the Meeting for the AGM..
- All regular members who are successfully registered for the meeting and who voted for the matters covering the 2021 AGM are entitled to join the raffle draw for minor prizes; however, those who actually joined and are in the virtual meeting room by 8:15AM on 15 May 2021 are qualified to join the raffle draw for major prizes.
- Upon adjournment of the meeting, the registered members will be asked to remain in the meeting for the raffle draw for major prizes. The member may leave the meeting afterwards by clicking the icon (Leave).
- The online streaming of the meeting will immediately end upon the completion of the raffle draw.
- Raffle prizes will be sent to the winning members’ e-mail and ATM accounts, for minor and major prizes, respectively.
- The mechanics for the AGM Raffle Draw shall be posted in the AFPMBAI Website by 15 April 2021.
For clarification on these guidelines, please contact our Corporate Secretary at firstname.lastname@example.org
SCOPE AND DURATION
This raffle draw is intended for the AFPMBAI’s Annual General Membership Meeting (AGM) to be held on 15 May 2021 via video conference.
- To qualify for the raffle draw of minor prizes, raffle participants must have successfully pre-registered and cast their votes for the 15 May 2021 AGM.
- To qualify for the raffle draw of major prizes, raffle participants must cast their votes and be included in the confirmed attendance list submitted by the AGM Verification Committee for the 15 May 2021 AGM.
- Raffle entries will vie for the following prizes:
First (1st) Prize One (1) Winner Twenty Thousand Pesos (P20,000)
Second (2nd) Prize One (1) Winner Fifteen Thousand Pesos (P15,000)
Third (3rd) Prize One (1) Winner Ten Thousand Pesos (P10,000)
Twelve (10) Winners Five Thousand Pesos (P5,000) EACH
Ten (10) Winners Three Thousand Pesos (P3,000) EACH
Twelve (12) Winners Two Thousand Pesos (P2,000) EACH
Fifteen (15) Winners One Thousand Pesos (P1,000) EACH
Minor Prizes shall be raffled on a pro-rata basis among the Branches of Service.
Consolation Prizes (Sodexo E-Plus Shopping Credits)
Consolation Prizes worth P100,000 of shopping credits shall be allocated to be divided equally among the remaining non-winners.
- All cash prizes are non-transferable.
DRAWING OF WINNERS
- Each registered member/attendee is entitled to one (1) raffle entry only.
- The electronic raffle entries shall be raffled off using an E-Raffle Software developed by IT Division of AFPMBAI.
- The raffle draw will be held after the AGM Meeting via Videoconferencing.
- All forty seven (47) Minor Prizes will be PRE-DRAWN, based on the list of registered AGM participants validated by UPMD. Draw date will be on May 13, 2021 at 2:00 PM.
- The Minor Prizes shall be raffled on a pro-rata basis among the Branches of Service in the list of registered AGM participants validated by UPMD.
- Consolation prizes will be given to all non-winning members, who are defined as those who attended the actual Virtual AGM regardless of the time of entry, but did not win any of the major and minor cash prizes.
- A pool of P100,000 worth of Sodexo E-Plus Shopping Credits will be allocated for the consolation prizes, to be divided equally among the remaining non-winning members.
- Both the pre-draw and live draw shall be witnessed by Internal Audit Office, Marketing, BRO, and ITD representatives. Drawing of winners will be documented.
ANNOUNCEMENT AND AWARDING OF WINNERS
- Names of winners will be posted during the AGMM Videoconference ONLY.
- The Sodexo E-Plus Shopping Credits of minor prize winners will be sent to the members’ respective mobile numbers.
- Upon notification of winning the major prize, the member/ winner will be required to email the following information to email@example.com :
- COMPLETE NAME
- BRANCH OF SERVICE
- SCANNED VALID ID
Regular/Associate Members – Service ID
Associate Civilian Members – Any Government ID (SSS, Driver’s License, etc.)
- ATM ACCOUNT DETAILS (BANK, ACCOUNT NAME,ACCOUNT NUMBER)
- Details of winners will be accepted until 31 MAY 2021, 05:00PM ONLY.
- Marketing will consolidate all details and submit to the Cash Management Department (CMD). CMD will then deposit the cash prizes to the respective major prize winners.
GIUSEPPE LAURO E MORTA
Head, Marketing Division