By-laws

BY-LAWS

OF

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ARTICLE I

SUBSCRIPTION, ISSUANCE AND TRANSFER OF SHARES

SECTION 1. SUBSCRIPTIONS - Subscribers to the capital stock of the Corporation shall pay to the Corporation the subscription value or price of the stock in accordance with the terms and conditions prescribed by the Board of Directors. Unpaid subscriptions shall not earn interest unless determined by the Board of Directors.

SECTION 2. CERTIFICATES - Each stockholder shall be entitled to one or more certificates for such fully paid stock subscription in his name in the books of the Corporation. The certificates shall contain the matters required by law and the Articles of Incorporation. They shall be in such form and design as may be determined by the Board of Directors and numbered consecutively. The certificates, which must be issued in consecutive order shall bear the signature of the President manually countersigned by the Secretary or Assistant Secretary , and sealed with the corporate seal.

SECTION 3. TRANSFER OF SHARES - Subject to the restrictions, terms and conditions contained in the Articles of Incorporation, shares may be transferred, sold, ceded, assigned or pledged by delivery of the certificates duly endorsed by the stockholder, his attorney-in -fact or other legally authorized person. The transfer shall be valid and binding on the Corporation only upon record thereof in the books of the Corporation, cancellation of the certificate surrendered to the Secretary, and the issuance of a new certificate to the transferee.

No shares of stock against which the corporation holds any unpaid claim shall be transferable in the books of the Corporation.

All certificates surrendered or transferred shall be stamped “CANCELLED” on the face thereof, together with the date of cancellation, and attached to the corresponding stub with the certificate book.

SECTION 4. LOST CERTIFICATES - In case any certificates for the capital stock of the Corporation is lost, stolen, or destroyed, a new certificate may be issued in lieu thereof in accordance with the procedure prescribed under Section 73 of the Corporation Code.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 1. REGULAR MEETING - The regular meetings of the stockholders, for the purpose of electing directors and for the transaction of such business as may properly come before the meeting, shall be held at its principal place of business on the _______________ of _______________ of each year, or if a legal holiday, then on the day following .

SECTION 2. SPECIAL MEETING - A special meeting of the stockholders, for any purpose or purposes , may at any time be called by any of the following: (a) Board of Directors, at its own instance, or at the written request of stockholders representing a majority of the outstanding capital stock, or the (b) President.

SECTION 3. PLACE OF MEETING - A stockholders’ meeting, whether regular or special, shall be held in the principal office of the corporation or at any place designated by the Board of Directors in the city or municipality where the principal office of the corporation is located.

SECTION 4. NOTICE OF MEETING - Notices for regular or special meetings of stockholders may be sent by the Secretary by personal delivery or by mail at least two (2) weeks prior to the date of the meeting, to each stockholder of record at his last known post- office address or by publication in a newspaper of general circulation. The notice shall state the place, date and hour of the meeting, and the purpose or purposes for which the meeting is called. In case of special meetings, only matters stated in the notice can be the subject of motions or deliberations at such meeting.

When the meeting of stockholders is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. At the reconvened meeting, any business may be transacted that might have been transacted on the original date of the meeting.

SECTION 5. QUORUM - Unless otherwise provided by law, in all regular or special meetings of stockholders, a majority of the outstanding capital stock must be present or represented in order to constitute a quorum. If no quorum is constituted, the meeting shall be adjourned until the requisite amount of stock shall be present or represented.

SECTION 6. CONDUCT OF MEETING - Meetings of the stockholders shall be presided over by the Chairman of by the Board, or in his absence, the President, or if none of the foregoing is in office and present and acting, by a Chairman to be chosen by the stockholders. The Secretary shall act as Secretary of every meeting, but if not present, the Chairman of the meeting shall appoint a secretary of the meeting.

SECTION 7. MANNER OF VOTING - At all meetings of stockholders, a stockholder may vote in person or proxy executed in writing by the stockholder or his duly authorized attorney-in-fact. Unless otherwise provided in the proxy, it shall be valid only for the meeting at which it has been presented to the Secretary.

All proxies must be in the hands of the Secretary before the time set for the meeting. Such proxies filed with the Secretary may be revoked by the stockholders either in an instrument in writing duly presented and recorded with the Secretary prior to a scheduled meeting or by their personal presence at the meeting.

SECTION 8. CLOSING OF STOCK AND TRANSFER BOOKS OR FIXING OF RECORD DATE - For the purpose of determining the stockholders entitled to notice of, or to vote at any meeting of stockholders or any adjournment thereof or to receive payment of any dividend, or of making a determination of stockholders for any other proper purpose, the Board of Directors may provide that the stock and transfer books be closed for a stated period, but not to exceed, in any case, twenty (20) days. If the stock transfer books be closed for the purpose of determining stockholders entitled to notice of, or to vote at, a meeting of stockholders, such books shall be closed for at least ten (10) working days immediately preceding such meeting. In lieu of closing the stock and transfer books, the Board of Directors may fix in advance a date as the record date which shall in no case be more than twenty (20) days prior to the date, on which the particular action requiring such determination of stockholders is to be taken, except in instances where applicable rules and regulations provide otherwise.

ARTICLE III

BOARD OF DIRECTORS

SECTION 1. POWERS OF THE BOARD - Unless otherwise provided by law, the corporate powers of the Corporation shall be exercised, all business conducted and all property of the Corporation controlled and held by the Board of Directors to be elected by and from among the stockholders. Without prejudice to such general powers and such other powers as may be granted by law, the Board of Directors shall have the express powers:

  1. From time to time, to make and change rules and regulations not consistent with these By-Laws for the management of the Corporation’s business and affairs;

  2. To purchase, receive, take or otherwise acquire in any lawful manner, for and in the name of the Corporation, any and all properties, rights, interests or privileges, including securities and bonds of other corporations, as the transaction of the business of the Corporation may reasonably or necessarily require, for such consideration and upon such terms and conditions as the Board of Directors may deem proper or convenient;

  3. To invest the funds of the Corporation in another corporation or business or for any other purposes other than those for which the Corporation was organized, whenever in the judgment of the Board of Directors, the interests of the Corporation would thereby be promoted, subject to such stockholders’ approval as may be required by law;

  4. To incur such indebtedness as the Board of Directors may deem necessary and, for such purpose, to make and issue evidence of such indebtedness including, without limitation, notes, deeds of trust, instruments, bonds, debentures, or securities, subject to such stockholders' approval as may be required by law, and/or pledge, mortgage, or otherwise encumber all or part of the properties and rights of the Corporation;

  5. To guarantee, for and in behalf of the Corporation, obligations of other corporations or entities in which it has lawful interests;

  6. To make provisions for the discharge of the obligations of the Corporation as they mature, including payment with any property, or in stocks, bonds, debentures, or other securities of the Corporation lawfully issued for the purpose;

  7. To sell, lease, exchange, assign, transfer or otherwise dispose of any property, real or personal, belonging to the Corporation, whenever in the Board of Directors' judgment, the Corporation’s interest would thereby be promoted;

  8. To establish pension, retirement, bonus, profit-sharing or other types of incentives or compensation plans for the employees, including officers and directors of the Corporation and to determine the person to participate in any such plans and the amount of their respective participations;

  9. To delegate, from time to time, any of the powers of the Board of Directors which may lawfully be delegated in the course of the current business or businesses of the Corporation to any standing or special committee or to any officer or agent and appoint any persons to be agents of the Corporation with such powers (including the power to sub-delegate), and upon such terms, as may be deemed fit; and

  10. To implement these By-Laws and to act on any matter not covered by these By-Laws; provided such matter does not require the approval or consent of the stockholders under any existing law, rules or regulations.

SECTION 2. ELECTION AND TERM - The Board of Directors shall be elected during each regular meeting of the stockholders and shall hold office for one (1) year and until their successors are elected and qualified.

SECTION 3. VACANCIES - Any vacancies occurring in the Board of Directors other than by removal by the stockholders or by expiration of the term, may be filled by the vote of at least a majority of the remaining directors, if still constituting a quorum; otherwise, the vacancies must be filled by the stockholders at the regular or at any special meeting of stockholders called for the purpose. A director so elected to fill a vacancy shall be elected only for the unexpired term of his predecessor in office.

Any directorship to be filled by reason of an increase in the number of directors shall be filled only by an election at the regular or at a special meeting of stockholders duly called for the purpose, or in the same meeting authorizing the increase of directors if so stated in the notice of the meeting.

The vacancy resulting from the removal of a director by the stockholders in the same manner provided by law may be filled by election at the same meeting of the stockholders without further notice, or at any regular or at any special meeting of stockholders called for the purpose, after giving notice as prescribed in this By-Laws.

SECTION 4. MEETINGS - The regular meeting of the Board of Directors shall be held once every quarter of the year on such date and time and place as the Chairman of the Board, or in his absence, the President, or upon the request of a majority of the directors and shall be held at such places as may be designated in the notice.

SECTION 5. NOTICE - Notice of the regular meeting of the Board, specifying the date, time and place of the meeting, shall be communicated by the Secretary to each director personally, or by telephone, telex, telegram, or by written or oral message. A director may waive this requirement, either expressly or impliedly.

SECTION 6. CONDUCT OF THE MEETING - Meetings of the Board of Directors shall be presided over by the Chairman of the Board, or in his absence, the President or if none of the foregoing is in office and present and acting, by any other director chosen by the Board. The Secretary, shall act as secretary of every meeting, if not present, the Chairman of the Meeting, shall appoint a secretary of the meeting.

SECTION 7. COMPENSATION - By resolution of the Board of Directors, each director, shall receive a reasonable per diem allowance for his attendance at each meeting of the Board. As compensation, the Board shall receive and allocate an amount of not more than ten percent (10%) of the net income before income tax of the Corporation during the preceding year. Such compensation shall be determined and apportioned among the directors in such manner as the Board may deem proper, subject to the approval of stockholders representing at least a majority of the outstanding capital stock at a regular or special meeting of the stockholders.

ARTICLE IV

OFFICERS

SECTION 1. ELECTION/APPOINMENT - Immediately after their election, the Board of Directors shall formally organize by electing the Chairman, the President, one or more Vice-Presidents, the Treasurer, and Secretary, at said meeting.

The Board may from to time to time appoint such other officers as it may determine to be necessary or proper.

SECTION 2. CHAIRMAN OF THE BOARD - The Chairman of the Board of Directors shall preside at the meeting of the directors and the stockholders. He shall also exercise such powers and perform such duties as the Board of Directors may assign to him.

SECTION 3. PRESIDENT - The President, who shall be a director, shall be the Chief Executive Officer of the corporation and shall also have administration and direction of the day-to-day business affairs of the Corporation. He shall exercise the following functions :

  1. To preside at the meetings of the Board of Directors and of the stockholders in the absence of the Chairman of the Board of Directors;

  2. To initiate and develop corporate objectives and policies and formulate long range projects, plans and programs for the approval of the Board of Directors, including those for executive training, development and compensation;

  3. To have general supervision and management of the business affairs and property of the Corporation;

  4. To ensure that the administrative and operational policies of the Corporation are carried out under his supervision and control;

  5. Subject to guidelines prescribed by law, to appoint, remove, suspend or discipline employees of the Corporation, prescribe their duties, and determine their salaries;

  6. To oversee the preparation of the budgets and the statement of accounts of the Corporation;

  7. To prepare such statements and reports of the Corporation as may be required of him by law;

  8. To represent the Corporation at all functions and proceedings;

  9. To execute on behalf of the Corporation, all contracts, agreements and other instruments affecting the interests of the Corporation which require the approval of the Board of Directors, except as otherwise directed by the Board of Directors;

  10. To make reports to the Board of Directors and stockholders;

  11. To sign certificates of stocks; and

  12. To perform such other duties as are incident to his office or entrusted to him by the Board of Directors. The President may assign the exercise or performance of any of the foregoing powers, duties and functions to any other officer(s) subject always to his supervision and control.

SECTION 4. THE VICE-PRESIDENT - If one or more Vice-Presidents are appointed, he/they shall have such powers and shall perform such duties as may from time to time be assigned to him/them by the Board of Directors or by the President.

SECTION 5. THE SECRETARY - The Secretary must be a resident and citizen of the Philippines. He shall be the custodian of and shall maintain the corporate books and records and shall be the recorder of the Corporations’ formal actions and transactions. He shall have the following specific powers and duties:

  1. To record or see to the proper recording of the minutes and transactions of all meetings of the directors and the stockholders and to maintain minute books of such meetings in the form and manner required by law;

  2. To keep or cause to be kept record books showing the details required by law with respect to stock certificates of the Corporation, including ledgers and transfer books showing all shares of the Corporation subscribed, issued and transferred;

  3. To keep the corporate seal and affix it to all papers and documents requiring a seal, and attest by his signature all corporate documents requiring the same;

  4. To attend to the giving and serving of all notices of the Corporation required by law or these By-Laws to be given;

  5. To certify such corporate acts, countersign corporate documents or certificates, and make reports or statements as may be required of him by law or government rules and regulations;

  6. To act as inspector at the election of directors and, as such, to determine the number of shares of stock outstanding and entitled to vote, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and to receive votes, ballots or consent, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consent, determine the result, and do such acts as are proper to conduct the election or vote. The Secretary may assign the exercise or performance of any or all of the foregoing duties, powers and functions to any other person or persons, subject always to his supervision and control;

  7. To perform such other duties as are incident to his office or as may be assigned to him by the Board the Directors or the President.

SECTION 6. THE TREASURER - The Treasurer of the Corporation shall be its chief officer and custodian of its funds, securities and property. The Treasurer shall have the following duties:

  1. To keep full accurate accounts of receipts and disbursements in the books of the Corporation;

  2. To have custody of, and be responsible for, all the funds, securities and bonds of the Corporation;

  3. To deposit in the name and to credit of the Corporation, in such bank as may be designated from time to time by the Board of Directors, all the monies, funds, securities, bonds and similar valuable effects belonging to the Corporation which may come under his control;

  4. To render annual statements showing the financial condition of the Corporation and such other financial reports as the Board of Directors, the Chairman, or the President may, from time to time require;

  5. To prepare such financial reports, statements, certifications and other documents which may, from time to time, be required by government rules and regulations and to submit the same to the proper government agencies; and

  6. To exercise such powers and perform such duties and functions as may be assigned to him by the President.

SECTION 7. TERM OF OFFICE - The term of office of all officers shall be for a period of one (1) year and until their successors are duly elected and qualified. Such officers may however be sooner removed for cause.

SECTION 8. VACANCIES - If any position of the officers becomes vacant by reason of death, resignation, disqualification or for any other cause, the Board of Directors, by majority vote, may elect a successor who shall hold office for the unexpired term.

SECTION 9. COMPENSATION - The officers named in the By-Laws of the Corporation shall receive such remuneration as the Board of Directors may determine. All other officers shall receive such remuneration as the Board of Directors may determine upon recommendation of the President. A director shall not be precluded from serving the Corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefor.

ARTICLE V

OFFICES

SECTION 1. The principal office of the Corporation shall be located at the place stated in Article III of the Articles of Incorporation. The Corporation may have such other branch offices, either within or outside the Philippines as the Board of Directors may designate or as the business of the Corporation may, from time to time, require.

ARTICLE VI

AUDIT OF BOOKS, FISCAL YEAR AND DIVIDENDS

SECTION 1. EXTERNAL AUDITORS - At the regular stockholders’ meeting, the external auditor of the Corporation for the ensuing year shall be appointed. The external auditor or auditors shall examine, verify and report on the earnings and expenses of the Corporation.

SECTION 2. FISCAL YEAR - The Fiscal Year of the Corporation shall begin on the first day of January and end on the last day of December of each year.

SECTION 3. DIVIDENDS - Dividends shall be declared and paid out of the unrestricted retained earnings which shall be payable in cash, property, or stock to all stockholders on the basis of the outstanding stock held by them, as often and at such times as the Board of Directors may determine and in accordance with law and applicable rules and regulations.

ARTICLE VII

AMENDMENTS

SECTION 1. This By-Laws may be amended or repealed by the affirmative vote of at least a majority of the Board of Directors and the stockholders representing a majority of the outstanding capital stock at any stockholders' meeting called for that purpose. However, the power to amend, modify, repeal or adopt new By- Laws may be delegated to the Board of Directors by the affirmative vote of stockholders representing not less than two -thirds (2/3) of the outstanding capital stock; provided, however, that any such delegation of powers may be revoked by the vote of stockholders representing a majority of the outstanding capital stock at the regular or at any special meeting.

ARTICLE VIII

SEAL

SECTION 1. FORM AND INSCRIPTIONS - The corporate seal shall be determined by the Board of Directors.

ARTICLE IX

ADOPTION CLAUSE

The foregoing By-Laws was adopted by all the stockholders of the Corporation on _______________, 200__ at the principal office of the Corporation.

IN WITNESS WHEREOF, we, the undersigned stockholders present at said meeting and voting thereat in favor of the adoption of said By-Laws, have hereto subscribed our names this _____ day of _______________, 200__ at Makati City.