AND TRANSFER OF SHARES
Section 1. Subscriptions - Subscribers
to the capital stock of the corporation shall pay 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. Certificate - The
stockholder shall be entitled to one or more certificates for
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 certificate shall be signed by
the President, 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, assigned or pledged by delivery of the certificates duly
indorsed 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. The Secretary shall cancel the stock certificates
and issue new certificates to the transferee.
No share of stock against which
the corporation holds unpaid claim shall be transferable in the
books of the corporation
All certificates surrendered
for transfer 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 stock certificate is lost, stolen, or destroyed,
a new certificate may be issued in lieu thereof in accordance
with the procedure prescribed under Section73 of the Corporation
MEETINGS OF STOCKHOLDERS
Section 1. Annual and Regular
Meetings - The annual and regular meetings of stockholders shall
be held at the principal office on any day in March of each year,
if a legal holiday, then on the day following.
Section 2. Special Meeting -
The special meetings of 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, (b) President.
Section 3. Place of Meeting -
Stockholders meetings, 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 address. The notice shall state the
place, date and hour of the meeting, and the purpose or purposes
for which the meeting is called.
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 same meeting.
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 meeting 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.
Section 6. Conduct of Meeting
- Meeting of the stockholders shall be presided over by the President,
or in his absence, by a chairman to be chosen by the stockholders.
The Secretary, shall act as Secretary of every meetings, 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 by proxy. 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. 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 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, the Board of Directors may provide that the
stock and transfer books be closed for ten (10) working days
immediately preceding such meeting.
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 powers as may be granted by law, the
Board of Directors shall also have the following powers:
(a) From time to time, to make
and change rules and regulations not inconsistent with these
by-laws for the management of the corporations business
(b) To purchase, receive, take
or otherwise acquire for and in the name of the corporation,
any and all properties, rights, or privileges, including securities
and bonds of other corporations, for such consideration and upon
such terms and conditions as the Board may deem proper or convenient;
(c) To invest the funds of the
corporation in other corporations or for purposes other than
those for which the corporation was organized, subject to such
stockholders approval as may be required by law;
(d) To incur such indebtedness
as the Board may deem necessary, to issue evidence of indebtedness
including without limitation, notes, deeds of trust, 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 of the corporation;
(e) To establish pension, retirement,
bonus, or other types of incentives or compensation plans for
the employees, including officers and directors of the corporation;
(f) To prosecute, maintain, defend,
compromise or abandon any lawsuit in which the corporation or
its officer are either plaintiffs or defendants in connection
with the business of the corporation;
(g) To delegate, from time to
time, any of the powers of the Board which may lawfully be delegated
in the course of the current business of the corporation to any
standing or special committee or to any officer or agent and
to appoint any person to be agent of the corporation with such
powers and upon such terms as may be deemed fit;
(h) 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 the Corporation Code.
Section 2. Election and Term
- The Board of Directors shall be elected (luring each regular
meeting of stockholders and shall hold office for one (1) year
and until their successors arc elected and qualified.
Section 3. Vacancies - Any vacancy
occurring in the Board of Directors other than by removal by
the stockholders or by expiration of term, maybe filled by the
vote of at least a majority of the remaining directors, if still
constituting a quorum; otherwise, the vacancy must be filled
by the stockholders at a 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 remainder of the
term of his predecessor in office.
The vacancy resulting from the
removal of a director by the stockholders in the manner provided
by law may be filled by election at the same meeting of 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 these by-laws.
Section 4. Meetings - Regular
meetings of the Board of Directors shall be held once a month
on such dates and at places as may be called by the Chairman
of the Board, or upon the request of a majority of the Directors.
Section 5. Notice - Notice of
the regular or special 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, telegram, or by
written message. A director may waive this requirement, either
expressly or impliedly.
Section 6. Quorum - A majority
of the number of directors as fixed in the Articles of Incorporation
shall constitute a quorum for the transaction of corporate business
and every decision of at least a majority of the directors present
at a meeting at which there is a 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 7. Conduct of the Meetings
- Meetings of the Board of Directors shall be presided over by
the Chairman of the Board, or in his absence, 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 8. Compensation - By-
resolution of the Board, 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.
Section 1. Election and Appointment
- Immediately after their election, the Board of Directors shall
formally organize by electing the President, the Vice-President,
the Treasurer, and the Secretary at said meeting.
The Board may, from time to time,
appoint such other officers as it may determine to be necessary
or proper. Any two (2) or more positions may be held concurrently
by the same person, except that no one shall act as President
and Treasurer or Secretary at the same time.
Section 2. President - The President
shall be the Chief Executive Officer of the corporation and shall
exercise the following functions:
(a) To preside at the meetings
of the stockholders;
(b) 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;
(c) To supervise and manage the
business affairs of the corporation upon the direction of the
Board of Directors;
(d) To implement the administrative
and operational policies of the corporation under his supervision
(e) To appoint, remove, suspend
or discipline employees of the corporation, prescribe their duties,
and determine their salaries;
(f) To oversee the preparation
of the budgets and the statements of accounts of the corporation;
(g) To represent the corporation
at all functions and proceedings;
(h) 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.
(i) To make reports to the Board
of Directors and stockholders;
(j) To sign certificates of stock;
(k) To perform such other duties
as are incident to his office or arc entrusted to him by the
Board of Directors.
Section 3. The Vice-President
- He shall, if qualified, act as President in the absence of
the latter. He shall have such other powers amid duties as may
from time to time be assigned to him by the Board of Directors
or by the President.
Section 5. The Secretary - The
Secretary must be a resident and a citizen of the Philippines.
He shall have the following specific powers and duties:
(a) To record 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;
(b) To keep record books showing
the details required by law with respect to the stock certificates
of the corporation, including ledgers and transfer books showing
all shares of the corporation subscribed, issued and transferred;
(c) To keep the corporate seal
and affix it to all papers and documents requiring a seal, and
to attest by his signature all corporate documents requiring
(d) To attend to the giving and
serving of all notices of the corporation required by law or
these by-laws to be given;
(e) To certify to such corporate
acts, countersign corporate documents or certificates, and make
reports or statements as may be required of him by law or by
government rules and regulations.
(f) 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 consents, hear and determine questions in connection with
the right to vote, count and tabulate all votes, determine the
result, and do such acts as are proper to conduct the election.
(g) To perform such other duties
as are incident to his office or as may be assigned to him by
the Board of Directors or the President.
Section 6. The Treasurer - The
Treasurer of the corporation shall have the following duties:
(a) To keep full and accurate
accounts of receipts and disbursements in the books of the corporation;
(b) To have custody of, and be
responsibic for, all the funds, securities amid bonds of the
(c) To deposit in the name and
to the credit of the corporation, in such bank as may be designated
from time to time by the Board of Directors, all the moneys,
funds, securities, bonds, and similar valuable effects belonging
to the corporation which may come under his control;
(d) To render an annual statements
showing the financial condition of the corporation and such other
financial reports as the Board of Directors, or the President
may, from time to time require;
(e) 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;
(f) To exercise such powers and
perform such duties and functions as may be assigned to him by
Section 7. Term of Office - The
term of office of all officers shall be one (1) year and until
their successors are duly elected and qualified.
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 remainder of the term.
Section 9. Compensation - The
officers shall receive such renumeration as the Board of Directors
may determine. A director shall not be precluded from serving
the corporation in any other capacity as an officer, agent or
otherwise, and receiving compensation therefor.
Section 1. Office. The principal
office of the corporation shall be located at the place stated
in Article Ill 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.
AUDIT OF BOOKS, FISCAL
YEAR AND DIVIDENDS
Section 1. External Auditor -
At the regular stockholders meeting, the external auditor
of the corporation for the ensuing year shall be appointed. The
external auditor shall examine, verify amid report on the earnings
and expenses of the corporation.
Section 2. Fiscal Year - The
fiscal yeur 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 outstanding stock held by them, as often and
at such times as the Board of Directors may determine and in
accordance with law.
Section 1. Form and Inscriptions
- The corporate seal shall be determined by the Board of Directors.
Section 1. Amendments. These
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 of the outstanding
capital stock; provided, however, that any such delegation of
powers to the Board of Directors to amend, repeal or adopt new
by-laws may be revoked only by the vote of stockholders representing
a majority of the outstanding capital stock at a regular or special
The foregoing by-laws were adopted
by all the stockholders of the corporation on November 1999 at
the principal office of the corporation.
IN WITNESS WHEREOF, we, the undersigned
stockholders have adopted the foregoing by-laws and hereunto
affixed our signatures this 19th day of November 1999 at Makati
City, Metro Manila.
KEVIN F. SIMONE
SHEILA B. BAT-OG
CLAUDINE TRICIA N. PATERO
VICENTE R. JOSEPH