BY-LAWS
OF
________
ARTICLE I
OFFICE
The main office of the Corporation shall be located at the place stated in 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 II
STOCK
Section 1. Subscriptions - Subscribers of the capital stock of the corporation shall pay to the Corporation the value 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. Stock 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, countersigned by the Secretary or Assistant Secretary of the Corporation, and sealed with the corporate seal. The stub shall be signed by the stockholder upon issuance of the corresponding certificate and shall be considered as a receipt from the stockholder. The documentary stamps for each certificate of stock shall be borne by the stockholder, purchaser, or transferee.
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 indorsed by the stockholder, his attorney-in-fact, or other legally authorized person.
The Corporation shall consider the person in whose name the certificate was issued as the owner thereof until said transfer has been recorded in the books of the Corporation showing the names of the parties to the transaction, the date of the transfer and the number of certificate or certificates and the number of shares transferred. Said certificate or certificates should be surrendered to the Secretary for cancellation and replaced by a new certificate in the name of the transferee before the transfer will be recorded in the books of the Corporation.
No shares against which the Corporation holds any unpaid claim shall be transferable in the books of the Corporation.
Section 4. Cancellation of Stock Certificates and Issuance of New Ones - Every certificate surrendered for exchange or transfer shall be cancelled by marking "CANCELLED" on the face thereof and affixed to the original stub. No new certificates shall be issued unless and until the old certificates have been surrendered to and cancelled by the Corporation or their loss is satisfactorily proven.
Section 5. Lost, Stolen or Destroyed Certificates - Lost, stolen, or destroyed certificates may be replaced in the manner provided for in Section 72 of the Revised Corporation Code of the Philippines and/or other pertinent laws at the time of the replacement.
Section 6. Closing of Transfer Books - The stock and transfer book shall be closed for at least Twenty (20) Days for regular meetings and Seven (7) Days for special meetings before the scheduled date of the meeting.
ARTICLE III
STOCKHOLDERS
Section 1. Annual Meeting - The annual 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 on the first Monday of January at the principal office of the Corporation or in such other place in the city where the principal office of the Corporation is located as provided in the notice. If the annual meeting falls on a legal holiday, the annual meeting shall be held on the next business day.
Section 2. Special Meeting - Special meetings may be called, at any time, for any purpose or purposes by resolution of the Board of Directors or upon the call of the President or at the written request of the registered stockholders of majority of the outstanding capital stock which are entitled to vote.
Section 3. Notice of the Meeting - Written notice of all meetings shall be prepared by the Secretary and sent by personal service or mailed to all stockholders of record entitled to vote at the address registered in the books of the corporation or through electronic mail or such other manner as the Securities and Exchange Commission ("Commission") may allow under its guidelines at least at least Twenty-One (21) Days prior to the regular meeting or One (1) Week prior to the date set for a special meeting.
Notices for a special meeting shall state the object or objects thereof.
The requirements for notice to the meeting shall be deemed waived if the stockholder, in person, or by proxy, shall be present thereat except if the presence of the stockholder is solely for the purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Notice of any annual or special meeting of the stockholders may be waived in writing by all the stockholders entitled to vote thereat.
Section 4. Quorum - Unless otherwise prescribed by law, a quorum at any meeting of the stockholders shall be the majority of the amount of the subscribed capital stock issued and outstanding entitled to vote, represented in person or by proxy. A majority of such quorum shall decide any question that may come before the meeting, except for matters which the law requires the affirmative vote of a greater proportion. If no quorum is present, the meeting shall be adjourned until the requisite number of stockholders are present.
Attendance, participation, and voting by remote communication or in absentia shall be allowed in determining the presence of a quorum.
Section 5. Proxies - Any stockholder entitled to vote at a stockholders' meeting may do so either in person or by proxy appointed in an instrument in writing, signed by such stockholder or by his duly authorized representatives, in accordance with the existing laws, rules, and regulations of the Securities and Exchange Commission.
Duly accomplished proxies must be presented to and received by the Secretary for inspection and recording at any time before the time set for the meeting.
Unless otherwise provided in the proxy, it shall only be valid for the meeting at which it has been presented to the Secretary. However, the proxy may only be valid for no longer than Five (5) Years. The proxy may be revoked in writing or suspended for any meeting wherein the stockholder appears in person.
Section 6. Manner of Voting - Every stockholder entitled to vote may vote at all meetings of the stockholders the number of shares registered in their name on the books of the Corporation at the time of the closing of the stock and transfer books for each meeting.
Section 7. Election of Directors - Each stockholder entitled to vote shall have the right to vote, in person or by proxy, the number of shares in the stockholder's name recorded in the Corporation's stock and transfer book at the time of its closing, for as many persons as there are directors to be elected or he may cumulate said shares and give one candidate as many votes as the number of directors to be elected multiplied by the number of the shares owned by him, or he may distribute them on the same principle among as many candidates as he shall see fit: Provided, That the total number of votes cast by him shall not exceed the number of shares owned by him as shown in the books of the corporation multiplied by the whole number of directors to be elected: Provided, however, That no delinquent stock shall be voted.
Section 8. Conduct of Meetings - Meetings of the stockholders shall be presided by the Chairman or, in his absence, the President, or in his absence, a member of the Board of Directors elected as the chairman of the meeting by a majority of the Board of Directors present at said meeting of the stockholders.
Section 9. Minutes - The Secretary shall keep a faithful record of the proceedings at all stockholders' meetings, and in his absence, the chairman of the meeting shall appoint the secretary of the meeting. The minutes shall be signed by the secretary of the meeting with the approval of the chairman of the meeting.
ARTICLE IV
BOARD OF DIRECTORS
Section 1. Powers of the Board of Directors - 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. Without prejudice to the general powers, the Board of Directors shall have the following express powers:
1. To make and change rules and regulations for the conduct of the business of the Corporation, provided they are not inconsistent to the Articles of Incorporation, these by-laws or any law of the Philippines;
2. To purchase, sell, or mortgage the real and personal properties of the Corporation or authorize any other person or persons to purchase, sell or mortgage any said real and personal properties on the Corporation's behalf;
3. To delegate, from time to time, any of the powers of the Board which may be delegated in the course of the Corporation's business to any committee, officer, or agent under such terms as it may deem fit;
4. To approve the annual general budgets and annual general expense accounts of the Corporation;
5. To institute, maintain, defend, compromise, or abandon any lawsuit in which the Corporation, or its officers, may be interested as plaintiff or defendant, in connection with the business of the Corporation;
6. To authorize the payment of bonuses or gratuities to any deserving officers or employees of the Corporation, and determine the amounts thereof;
7. To create special committees of temporary or permanent nature, and to determine the members' term, compensation, powers, and responsibilities
Section 2. Number and Qualifications - The members of the Board of Directors shall be Two (2) of which at least One (1) shall be an independent director.
An independent director is a person who, apart from his fees and shareholdings, is independent of management and free from any business or other relationship which could, or could reasonably be perceived to, materially interfere with his exercise of independent judgment in carrying out his responsibilities as a director, and must possess all the qualifications, and none of the disqualifications, as prescribed by the Securities and Exchange Commission and other regulatory agencies.
No person shall be elected nor be competent to act as director of the Corporation unless a holder of a share of stock in his own name. If any director shall cease to be a stockholder of record, his term of office shall be terminated.
Directors shall be elected annually by the stockholders for a term of one (1) year and shall serve until his successor shall have been elected and qualified, or until his death, or until his resignation, or until his removal in the manner provided under Section 28 of the Corporation Code and rules and regulations that may be promulgated by the Securities and Exchange Commission.
Section 3. Resignations - Any member of the Board of Director may resign at any time by giving a written notice of resignation to the President. The resignation shall take effect as of the date of its acceptance by the Board of Directors.
Section 4. Vacancies - Any vacancy occurring in the Board of Directors, other than by the removal by the stockholders, may be filled by the vote of at least a majority of the remaining directors, if constituting a quorum; otherwise, said vacancies must be filled by the stockholders in a regular or special meeting called for that purpose. A director or trustee so elected to fill a vacancy shall by elected only for the unexpired term of his predecessor in office.
Any vacancy to be filled by reason of an increase in the number of directors shall be filled only by an election at a 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.
Section 5. Organizational Meetings - The Board of Directors shall meet for the purpose of organization and for election of officers of the Corporation immediately after their election, of which no notice shall be required.
Section 6. Regular and Special Meetings - Unless otherwise determined by the Board of Directors, the Board shall meet every first Monday of each month.
Special meetings of the Board of Directors may be called by the President or by any member of the Board of Directors.
Section 7. Notice of Meetings - Notice of any regular or special meeting of the Board of Directors stating the date, time, and place of the meeting shall be given by the Secretary to each director at least two (2) days before the day of the meeting by posting the same on a postage-prepaid letter addressed to the member of the Board at his given address, or by delivering the same personally, or transmitted by telegraph, facsimile, or cable, or electronic mail.The notice for special meetings shall also state the object thereof.
Section 8. Quorum - A majority of the Board of Directors shall constitute a quorum for the transaction of corporate business, and every decision of at least a majority of the quorum shall be valid as a corporate act, except for the election of officers which shall require the vote of a majority of all the members of the Board.
Section 9. Conduct of the Meeting - The meetings of the Board of Directors shall be presided by the Chairman, or in his absence, the President or, in his absence, a member of the Board of Directors elected as the chairman of the meeting by a majority of the Board of Directors present at said meeting of the Board of Directors.
Section 10. Minutes of the Meeting - The Secretary shall act as secretary in every meeting and, if absent, the chairman of the meeting shall appoint a secretary of the meeting to keep a faithful record of the meeting of the Board of Directors. The minutes shall be signed by the secretary of the meeting with the approval of the chairman of the meeting.
Section 11. Meetings by Teleconference, Video conference, or Similar Modes - Meetings of the Board of Directors may be called and held by teleconference, video conference, or other similar modes in accordance with such rules and regulations that may be promulgated by the Securities and Exchange Commission.
Section 12. Compensation - Each directors shall receive a reasonable per diem for his attendance at every meeting of the Board of Directors. Compensation for the services of the Board of Directors may be granted and the amount thereof may be approved by the stockholders representing at least a majority of the outstanding capital stock at a regular or special stockholders' meeting.
ARTICLE V
OFFICERS
Section 8. Officers - The officers of the Corporation shall be a President, a Secretary and a Treasurer.
Section 9. President - The President shall be a director of the Corporation. The President cannot simultaneously hold the positions of Treasurer and/or Corporate Secretary. The President shall have the following duties:
a. To sign all certificates of stock issued;
b. To exercise such powers and perform such services that are incidental to his office or as required by the Board of Directors, these By-Laws, or the law.
Section 10. Secretary - The Secretary must be a citizen and resident of the Philippines. The Secretary shall perform the following duties:
a. To keep the corporate records including the transfer book and the corporate seal and to attest and certify by his signature all corporate documents requiring the same;
b. To attend and record or cause the proper recording of the minutes of all meetings of the Board of Directors and the stockholders;
c. To register valid transfer of stocks in the books of the Corporation;
d. To countersign all certificates of stock issued;
e. To give, or cause to be given, all notices required by law or these By-Laws including notices for meetings of the Board of Directors and the Stockholders;
f. To render reports, exercise such powers, and perform such services that are incidental to his office or as required by the Board of Directors, these By-Laws, or the law.
Section 11. Treasurer - The Treasurer who must be a resident of the Philippines shall have the following duties:
a. To receive and keep the funds of the Corporation and disburse the same as authorized by the Board of Directors;
b. To keep a complete and accurate report of all receipt, disbursements, and other financial transactions in the corresponding books of the Corporation;
c. To render an annual statement showing the financial condition of the Corporation and such other financial reports as may, from time to time, be required by the Board of Directors of the President;
d. To prepare financial reports, statements, certifications and other documents as may be required by rules and regulations and to submit the same to the proper government agencies;
e. To exercise such powers and perform such services that are incidental to his office or as required by the Board of Directors, these By-Laws, or the law.
Section 12. Nomination Committee - There shall be a Nominations Committee which shall be composed of at least three (3) members, one (1) of whom is an independent director. The Nomination Committee shall promulgate the guidelines or criteria to govern the conduct of the nomination of the directors and the independent directors of the Corporation according to SEC Memorandum No. 16, Series of 2002 and other rules and regulations that may be promulgated by the Securities and Exchange Commission.
ARTICLE VI
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ARTICLE VII
MISCELLANEOUS PROVISIONS
Section 1. Seal - The Corporate Seal shall be determined by the Board of Directors.
Section 2. Amendments - These By-Laws may be amended or repealed by a majority vote of the Board of Directors and the stockholders owning at least majority of the outstanding capital stock. The power to amend or repeal the By-Laws or adopt new By-Laws may be delegated to the Board of Directors by the owners of two-thirds (2/3) of the outstanding capital stock; Provided that the delegation of said power shall be considered revoked whenever stockholders owning or representing a majority of the outstanding capital stock shall so vote at a regular or special meeting called for the purpose.
Section 3. Adoption - The foregoing By-Laws were adopted by the vote of the stockholders owning or representing majority of the outstanding capital stock of the Corporation at the meeting of the stockholders held on _________________ at the City/Municipality of _____________________, Province of ________.
IN WITNESS WHEREOF, we the undersigned stockholders present or represented at said meeting and voting in favor of the adoption of these By-Laws, have hereunto subscribed our names unto these By-Laws which are certified to by the Corporate Secretary.
________
Certified by:
________
Corporate Secretary
BY-LAWS
OF
________
ARTICLE I
OFFICE
The main office of the Corporation shall be located at the place stated in 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 II
STOCK
Section 1. Subscriptions - Subscribers of the capital stock of the corporation shall pay to the Corporation the value 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. Stock 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, countersigned by the Secretary or Assistant Secretary of the Corporation, and sealed with the corporate seal. The stub shall be signed by the stockholder upon issuance of the corresponding certificate and shall be considered as a receipt from the stockholder. The documentary stamps for each certificate of stock shall be borne by the stockholder, purchaser, or transferee.
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 indorsed by the stockholder, his attorney-in-fact, or other legally authorized person.
The Corporation shall consider the person in whose name the certificate was issued as the owner thereof until said transfer has been recorded in the books of the Corporation showing the names of the parties to the transaction, the date of the transfer and the number of certificate or certificates and the number of shares transferred. Said certificate or certificates should be surrendered to the Secretary for cancellation and replaced by a new certificate in the name of the transferee before the transfer will be recorded in the books of the Corporation.
No shares against which the Corporation holds any unpaid claim shall be transferable in the books of the Corporation.
Section 4. Cancellation of Stock Certificates and Issuance of New Ones - Every certificate surrendered for exchange or transfer shall be cancelled by marking "CANCELLED" on the face thereof and affixed to the original stub. No new certificates shall be issued unless and until the old certificates have been surrendered to and cancelled by the Corporation or their loss is satisfactorily proven.
Section 5. Lost, Stolen or Destroyed Certificates - Lost, stolen, or destroyed certificates may be replaced in the manner provided for in Section 72 of the Revised Corporation Code of the Philippines and/or other pertinent laws at the time of the replacement.
Section 6. Closing of Transfer Books - The stock and transfer book shall be closed for at least Twenty (20) Days for regular meetings and Seven (7) Days for special meetings before the scheduled date of the meeting.
ARTICLE III
STOCKHOLDERS
Section 1. Annual Meeting - The annual 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 on the first Monday of January at the principal office of the Corporation or in such other place in the city where the principal office of the Corporation is located as provided in the notice. If the annual meeting falls on a legal holiday, the annual meeting shall be held on the next business day.
Section 2. Special Meeting - Special meetings may be called, at any time, for any purpose or purposes by resolution of the Board of Directors or upon the call of the President or at the written request of the registered stockholders of majority of the outstanding capital stock which are entitled to vote.
Section 3. Notice of the Meeting - Written notice of all meetings shall be prepared by the Secretary and sent by personal service or mailed to all stockholders of record entitled to vote at the address registered in the books of the corporation or through electronic mail or such other manner as the Securities and Exchange Commission ("Commission") may allow under its guidelines at least at least Twenty-One (21) Days prior to the regular meeting or One (1) Week prior to the date set for a special meeting.
Notices for a special meeting shall state the object or objects thereof.
The requirements for notice to the meeting shall be deemed waived if the stockholder, in person, or by proxy, shall be present thereat except if the presence of the stockholder is solely for the purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Notice of any annual or special meeting of the stockholders may be waived in writing by all the stockholders entitled to vote thereat.
Section 4. Quorum - Unless otherwise prescribed by law, a quorum at any meeting of the stockholders shall be the majority of the amount of the subscribed capital stock issued and outstanding entitled to vote, represented in person or by proxy. A majority of such quorum shall decide any question that may come before the meeting, except for matters which the law requires the affirmative vote of a greater proportion. If no quorum is present, the meeting shall be adjourned until the requisite number of stockholders are present.
Attendance, participation, and voting by remote communication or in absentia shall be allowed in determining the presence of a quorum.
Section 5. Proxies - Any stockholder entitled to vote at a stockholders' meeting may do so either in person or by proxy appointed in an instrument in writing, signed by such stockholder or by his duly authorized representatives, in accordance with the existing laws, rules, and regulations of the Securities and Exchange Commission.
Duly accomplished proxies must be presented to and received by the Secretary for inspection and recording at any time before the time set for the meeting.
Unless otherwise provided in the proxy, it shall only be valid for the meeting at which it has been presented to the Secretary. However, the proxy may only be valid for no longer than Five (5) Years. The proxy may be revoked in writing or suspended for any meeting wherein the stockholder appears in person.
Section 6. Manner of Voting - Every stockholder entitled to vote may vote at all meetings of the stockholders the number of shares registered in their name on the books of the Corporation at the time of the closing of the stock and transfer books for each meeting.
Section 7. Election of Directors - Each stockholder entitled to vote shall have the right to vote, in person or by proxy, the number of shares in the stockholder's name recorded in the Corporation's stock and transfer book at the time of its closing, for as many persons as there are directors to be elected or he may cumulate said shares and give one candidate as many votes as the number of directors to be elected multiplied by the number of the shares owned by him, or he may distribute them on the same principle among as many candidates as he shall see fit: Provided, That the total number of votes cast by him shall not exceed the number of shares owned by him as shown in the books of the corporation multiplied by the whole number of directors to be elected: Provided, however, That no delinquent stock shall be voted.
Section 8. Conduct of Meetings - Meetings of the stockholders shall be presided by the Chairman or, in his absence, the President, or in his absence, a member of the Board of Directors elected as the chairman of the meeting by a majority of the Board of Directors present at said meeting of the stockholders.
Section 9. Minutes - The Secretary shall keep a faithful record of the proceedings at all stockholders' meetings, and in his absence, the chairman of the meeting shall appoint the secretary of the meeting. The minutes shall be signed by the secretary of the meeting with the approval of the chairman of the meeting.
ARTICLE IV
BOARD OF DIRECTORS
Section 1. Powers of the Board of Directors - 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. Without prejudice to the general powers, the Board of Directors shall have the following express powers:
1. To make and change rules and regulations for the conduct of the business of the Corporation, provided they are not inconsistent to the Articles of Incorporation, these by-laws or any law of the Philippines;
2. To purchase, sell, or mortgage the real and personal properties of the Corporation or authorize any other person or persons to purchase, sell or mortgage any said real and personal properties on the Corporation's behalf;
3. To delegate, from time to time, any of the powers of the Board which may be delegated in the course of the Corporation's business to any committee, officer, or agent under such terms as it may deem fit;
4. To approve the annual general budgets and annual general expense accounts of the Corporation;
5. To institute, maintain, defend, compromise, or abandon any lawsuit in which the Corporation, or its officers, may be interested as plaintiff or defendant, in connection with the business of the Corporation;
6. To authorize the payment of bonuses or gratuities to any deserving officers or employees of the Corporation, and determine the amounts thereof;
7. To create special committees of temporary or permanent nature, and to determine the members' term, compensation, powers, and responsibilities
Section 2. Number and Qualifications - The members of the Board of Directors shall be Two (2) of which at least One (1) shall be an independent director.
An independent director is a person who, apart from his fees and shareholdings, is independent of management and free from any business or other relationship which could, or could reasonably be perceived to, materially interfere with his exercise of independent judgment in carrying out his responsibilities as a director, and must possess all the qualifications, and none of the disqualifications, as prescribed by the Securities and Exchange Commission and other regulatory agencies.
No person shall be elected nor be competent to act as director of the Corporation unless a holder of a share of stock in his own name. If any director shall cease to be a stockholder of record, his term of office shall be terminated.
Directors shall be elected annually by the stockholders for a term of one (1) year and shall serve until his successor shall have been elected and qualified, or until his death, or until his resignation, or until his removal in the manner provided under Section 28 of the Corporation Code and rules and regulations that may be promulgated by the Securities and Exchange Commission.
Section 3. Resignations - Any member of the Board of Director may resign at any time by giving a written notice of resignation to the President. The resignation shall take effect as of the date of its acceptance by the Board of Directors.
Section 4. Vacancies - Any vacancy occurring in the Board of Directors, other than by the removal by the stockholders, may be filled by the vote of at least a majority of the remaining directors, if constituting a quorum; otherwise, said vacancies must be filled by the stockholders in a regular or special meeting called for that purpose. A director or trustee so elected to fill a vacancy shall by elected only for the unexpired term of his predecessor in office.
Any vacancy to be filled by reason of an increase in the number of directors shall be filled only by an election at a 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.
Section 5. Organizational Meetings - The Board of Directors shall meet for the purpose of organization and for election of officers of the Corporation immediately after their election, of which no notice shall be required.
Section 6. Regular and Special Meetings - Unless otherwise determined by the Board of Directors, the Board shall meet every first Monday of each month.
Special meetings of the Board of Directors may be called by the President or by any member of the Board of Directors.
Section 7. Notice of Meetings - Notice of any regular or special meeting of the Board of Directors stating the date, time, and place of the meeting shall be given by the Secretary to each director at least two (2) days before the day of the meeting by posting the same on a postage-prepaid letter addressed to the member of the Board at his given address, or by delivering the same personally, or transmitted by telegraph, facsimile, or cable, or electronic mail.The notice for special meetings shall also state the object thereof.
Section 8. Quorum - A majority of the Board of Directors shall constitute a quorum for the transaction of corporate business, and every decision of at least a majority of the quorum shall be valid as a corporate act, except for the election of officers which shall require the vote of a majority of all the members of the Board.
Section 9. Conduct of the Meeting - The meetings of the Board of Directors shall be presided by the Chairman, or in his absence, the President or, in his absence, a member of the Board of Directors elected as the chairman of the meeting by a majority of the Board of Directors present at said meeting of the Board of Directors.
Section 10. Minutes of the Meeting - The Secretary shall act as secretary in every meeting and, if absent, the chairman of the meeting shall appoint a secretary of the meeting to keep a faithful record of the meeting of the Board of Directors. The minutes shall be signed by the secretary of the meeting with the approval of the chairman of the meeting.
Section 11. Meetings by Teleconference, Video conference, or Similar Modes - Meetings of the Board of Directors may be called and held by teleconference, video conference, or other similar modes in accordance with such rules and regulations that may be promulgated by the Securities and Exchange Commission.
Section 12. Compensation - Each directors shall receive a reasonable per diem for his attendance at every meeting of the Board of Directors. Compensation for the services of the Board of Directors may be granted and the amount thereof may be approved by the stockholders representing at least a majority of the outstanding capital stock at a regular or special stockholders' meeting.
ARTICLE V
OFFICERS
Section 8. Officers - The officers of the Corporation shall be a President, a Secretary and a Treasurer.
Section 9. President - The President shall be a director of the Corporation. The President cannot simultaneously hold the positions of Treasurer and/or Corporate Secretary. The President shall have the following duties:
a. To sign all certificates of stock issued;
b. To exercise such powers and perform such services that are incidental to his office or as required by the Board of Directors, these By-Laws, or the law.
Section 10. Secretary - The Secretary must be a citizen and resident of the Philippines. The Secretary shall perform the following duties:
a. To keep the corporate records including the transfer book and the corporate seal and to attest and certify by his signature all corporate documents requiring the same;
b. To attend and record or cause the proper recording of the minutes of all meetings of the Board of Directors and the stockholders;
c. To register valid transfer of stocks in the books of the Corporation;
d. To countersign all certificates of stock issued;
e. To give, or cause to be given, all notices required by law or these By-Laws including notices for meetings of the Board of Directors and the Stockholders;
f. To render reports, exercise such powers, and perform such services that are incidental to his office or as required by the Board of Directors, these By-Laws, or the law.
Section 11. Treasurer - The Treasurer who must be a resident of the Philippines shall have the following duties:
a. To receive and keep the funds of the Corporation and disburse the same as authorized by the Board of Directors;
b. To keep a complete and accurate report of all receipt, disbursements, and other financial transactions in the corresponding books of the Corporation;
c. To render an annual statement showing the financial condition of the Corporation and such other financial reports as may, from time to time, be required by the Board of Directors of the President;
d. To prepare financial reports, statements, certifications and other documents as may be required by rules and regulations and to submit the same to the proper government agencies;
e. To exercise such powers and perform such services that are incidental to his office or as required by the Board of Directors, these By-Laws, or the law.
Section 12. Nomination Committee - There shall be a Nominations Committee which shall be composed of at least three (3) members, one (1) of whom is an independent director. The Nomination Committee shall promulgate the guidelines or criteria to govern the conduct of the nomination of the directors and the independent directors of the Corporation according to SEC Memorandum No. 16, Series of 2002 and other rules and regulations that may be promulgated by the Securities and Exchange Commission.
ARTICLE VI
25888855 888 855585885
Section 1. Fiscal 8255 - 552 288858 2255 22 252 82522552822 85588 82282 22 252 28582 552 22 8525552 525 225 22 252 8582 552 22 82822825 22 2585 2255.
Section 2. Eternal 85582258 - 552 25225258 55582258 85588 82 522282225 82 252 82555 22 885282258 52 252 522558 5225855 2222822 22 252 822825285258. 552 25225258 5558225 85588 2552822 525 825822 252 82228 22 252 82522552822 85222825 52 85588 822 282. 552 25225258 5558225 85588 5882 8252822 22 252 82555 22 885282258 525 252 822825285258 252 522558 8585282 22 8585 82228 85885 85588 82 25225525 52 252 88282 22 2585 288858 2255 52525 252 585282822 22 252 552585525.
Section 3. Dividends - 888852258 85588 82 52885525 2282 2522 252 525282588225 52258225 25528228 85885 85588 82 2525882 82 8585, 82 25222522, 25 82 82282 22 588 822825285258 22 252 85888 22 25282525822 82282 5285 82 2522 52 8585 2822, 252225 525 5225228 58 252 82555 22 885282258 252 522252822 525 82 5882555282 8825 858.
ARTICLE VII
MISCELLANEOUS PROVISIONS
Section 1. Seal - The Corporate Seal shall be determined by the Board of Directors.
Section 2. Amendments - These By-Laws may be amended or repealed by a majority vote of the Board of Directors and the stockholders owning at least majority of the outstanding capital stock. The power to amend or repeal the By-Laws or adopt new By-Laws may be delegated to the Board of Directors by the owners of two-thirds (2/3) of the outstanding capital stock; Provided that the delegation of said power shall be considered revoked whenever stockholders owning or representing a majority of the outstanding capital stock shall so vote at a regular or special meeting called for the purpose.
Section 3. Adoption - The foregoing By-Laws were adopted by the vote of the stockholders owning or representing majority of the outstanding capital stock of the Corporation at the meeting of the stockholders held on _________________ at the City/Municipality of _____________________, Province of ________.
IN WITNESS WHEREOF, we the undersigned stockholders present or represented at said meeting and voting in favor of the adoption of these By-Laws, have hereunto subscribed our names unto these By-Laws which are certified to by the Corporate Secretary.
________
Certified by:
________
Corporate Secretary
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