CREATION OF CORPORATION:
Law on Partnerships and Corporations
HALIGI BUILDERS CORPORATION
Submitted by:
Love Joy Verily V. Lachica
Bernadette Kyle G. Miranda
Maria Niniann R. Nicasio
Leigh Ann V. Otic
Keano C. Bayan
Jossel N. Abejo
BSAC 2-1
2021
ARTICLES OF INCORPORATION
OF
HALIGI BUILDERS CORPORATION
KNOW ALL MEN BY THESE PRESENTS:
The undersigned incorporators, all of legal age and majority of whom are residents
of the Philippines, on this 11th day of December 2021 at Cabanatuan City, Nueva Ecija
have voluntarily agreed to associate themselves together for the purpose of forming a
corporation under the laws of the Republic of the Philippines.
AND WE HEREBY CERTIFY:
FIRST: That the name of said corporation shall be:
HALIGI BUILDERS CORPORATION
SECOND: That the purposes for which such corporation is incorporated are:
Primary Purpose
To engage in, conduct, carry on, and deal in the business of general engineering,
constructing, repairing, or any work upon buildings, houses, condominiums, public &
residential roads, plants, bridges, public works and all metallurgical, steel, stone &
earthworks, and related contracts or assignments in connection with the production of
building materials and supplies, and performance of the role of a general merchant.
Additionally, to own, use, and develop all kinds of real estate.
Secondary Purposes
1. To engage in allied construction business including such, but not restricted to, precast
item manufacture and sale, concrete manufacturing, and the acquisition, sale, and/or lease
of construction equipment.
2.
To engage in the operations of construction, development, and/or generation of
electricity, with a focus on the use of renewable energy resources, and to carry out all
services supplementary to this business, which include, but not restricted to, power plant
assembly, operation, maintenance, as well as machinery and equipment procurement,
repair, or advancement.
3.
To purchase, subscribe for, or otherwise acquire and also own, hold, use, invest in,
develop, sell, assign, transfer, lease and take options on mortgage, pledge, exchange, and
in any other way come to terms with real and personal property of any kind and description.
4. To acquire or obtain contracts, and other tangible and intangible licenses that may be
essential to achieve the corporation's objectives from any government or corporations,
firms, partnerships, or individuals.
5.
To engage in borrowing of money, making and issuing notes and other evidence of
indebtedness of different sorts, and securing the same by mortgage, pledge, and/or, as the
company's business may necessitate.
6.
To exercise other powers that may be vital, favorable, or ancillary to the attainment
of all aforementioned purposes, or as may appear adaptable to or effectual for the security
or benefit of this corporation.
That under the Revised Corporation Code of the Philippines, the corporation shall
enjoy the right to exercise all the expressed powers granted to corporations. It will also be
able to provide corporate guarantees to its branches, affiliates or subsidiaries for business
purposes.
THIRD: That the location of the corporation’s principal office is situated at 915
Purok Champaca, Bangad, Cabanatuan City.
FOURTH: That the corporate term of the corporation is to exist indefinitely from
the period of its initial registration and after the date of issuance of the certificate of
incorporation with the Commission.
FIFTH: That the incorporators’ information, such as names, nationalities and
residences, are as shown:
Name
Nationality
Residence
Jossel N. Abejo
Filipino
Lupao, Nueva Ecija
Keano C. Bayan
Filipino
Bangad, Cabanatuan City
Love Joy Verily V. Lachica
Filipino
Cabiao, Nueva Ecija
Bernadette Kyle G. Miranda
Filipino
Obrero, Cabanatuan City
Maria Niniann R. Nicasio
Filipino
Maria Theresa, Cabanatuan City
Leigh Ann V. Otic
Filipino
Kapitan Pepe, Cabanatuan City
SIXTH: That the number of directors of the corporation shall be six (6); and the
directors’ names, nationalities, and residences, who will fulfill their roles in accordance to
the Code, Articles of Incorporation, and its By-Laws until their successors have been
elected, are as follows:
Name
Nationality
Residence
Jossel N. Abejo
Filipino
Lupao, Nueva Ecija
Keano C. Bayan
Filipino
Bangad, Cabanatuan City
Love Joy Verily V. Lachica
Filipino
Cabiao, Nueva Ecija
Bernadette Kyle G. Miranda
Filipino
Obrero, Cabanatuan City
Maria Niniann R. Nicasio
Filipino
Maria Theresa, Cabanatuan City
Leigh Ann V. Otic
Filipino
Kapitan Pepe, Cabanatuan City
SEVENTH: That the authorized capital stock of Haligi Builders Corporation is
EIGHT BILLION PESOS (8,000,000,000) in the lawful money of the Philippines, and
shall be divided into Seven Billion Nine Hundred Ninety Million (7,990,000,000) shares
with the par value of One Peso (1.00) per share, to be known as Common Stock; and Ten
Million (10,000,000) shares with the par value of One Peso (P1.00) per share, to be known
as Preferred Stock.
The pre-emptive rights to subscribe to any issues of common shares shall only be
entitled to holders of such shares, likewise, the pre-emptive rights to subscribe to any issues
of Preferred Shares shall only be entitled to Preferred Stockholders.
The issuance of the aforementioned Preferred Shares may be done occasionally in
one on one or series as the Board of Directors may determine. The establishment and
designation of each particular series of Preferred Stock are hereby expressly granted as the
power of the Board of Directors. Hence, they shall hold the authority involving fixing the
number of shares to be included in each of such series, and determining the price, cash
dividend rate, amount or period, and the manner of redemption of shares for each of such
series.
In the declaration of the Board of Directors of cash dividends, the Preferred
Stockholders shall have the entitlement of being the recipient of such dividends, which
shall be non-cumulative on the amount fixed in the Enabling Resolutions for each series.
The corresponding stockholders shall not be entitled to receive a share in the retained
earnings after dividend payments shall have been made on the Preferred Stock.
Any voting rights shall not be granted to Preferred Stockholders except in those
cases expressly provided by the law.
Regardless of the existence of unrestricted earnings, the Preferred Shares may be
redeemed or purchased by the corporation from Preferred Stockholders upon the conditions
fixed in the Enabling Resolutions.
The holders of the issued Preferred Shares shall be given preference over common
shareholders to receive full payment in the event of liquidation, dissolution, bankruptcy or
winding up of the affairs of the Corporation, except in cases of merger or consolidation.
Provided that, the assets of the Corporation permitted such redemption price as fixed in the
Enabling Resolutions. Additionally, the unpaid accumulated dividends up to the current
dividend period shall only be distributed to the common shareholders after the Preferred
Stockholders have received their payment.
EIGHTH: That the total number of shares subscribed by the following persons is
THREE BILLION ONE MILLION EIGHT HUNDRED FIFTY-THREE THOUSAND
SHARES ONLY (3,001,853,000) and the amount paid on the share of capital stock for
which they have subscribed are as follows:
Name
Nationality
No. of Shares
Subscribed
Amount
Subscribed
Amount Paid
Jossel N.
Abejo
Filipino
3,000,000,000
Php 3,000,000,000
Php 1,000,000,000
Keano C.
Bayan
Filipino
612,000
612,000
400,000
Love Joy V.
Lachica
Filipino
612,000
612,000
500,000
Bernadette
Kyle G.
Miranda
Filipino
612,000
612,000
300,000
Maria
Niniann R.
Nicasio
Filipino
10,000
10,000
10,000
Leigh Ann
V. Otic
Filipino
5,000
5,000
5,000
Marlon C.
Carraga
Filipino
1,000
1,000
1,000
Donato O.
Reyes
Filipino
1,000
1,000
1,000
3,001,853,000
Php 3,001,853,000
Php 1,001,217,000
Total
NINTH: That LEIGH ANN V. OTIC has been appointed by the subscribers as
Treasurer of the Corporation to serve as such until she is replaced by her successor, who
will be officially designated and qualified in accordance with the By-Laws and the
corporation’s best interest. Being approved as such, grants her the right to receive for the
good of the corporation, all subscriptions paid by the subscribers.
TENTH: That no transfer of stock will reduce the ownership of the Filipino
citizens' share capital stock under applicable laws may be permitted or recorded in the
corporation’s proper books and this limitation shall be stated in all the corporation’s issued
stock certificates.
IN WITNESS WHEREOF, we have hereunto signed these Articles of
Incorporation, on this 11th day of December 2021, in Cabanatuan City, Nueva Ecija,
Philippines.
Keano C. Bayan
TIN- 982-578-238
Jossel N. Abejo
TIN- 675-529-071
Love Joy Verily V. Lachica
TIN- 213-576-827
Bernadette Kyle G. Miranda
Maria Niniann R. Nicasio
Leigh Ann V. Otic
TIN- 172-108-109
TIN- 613-309-511
TIN- 870-051-325
BY-LAWS
OF
HALIGI BUILDERS CORPORATION
ARTICLE I
STOCKHOLDERS’ MEETING
SECTION 1. Annual Meetings - The regular meetings of the stockholders of Haligi
Builders Corporation shall be conducted annually on the third Wednesday of June at the
Corporation's central office in 915 Champaca, Bangad, Cabanatuan City, Philippines to
elect a new set of Board of Directors and discuss other business matters. Provided that, the
transactions to be discussed have been appropriately communicated to stockholders prior
to the meeting.
SECTION 2. Special Meetings - At any time deemed necessary, the special meetings of
stockholders shall be conducted at the Corporation's central office. Provided that, a
resolution must be prepared formally through the introduction by the Board or through the
order of the President based on the written request from stockholders representing the
majority of the outstanding capital stock.
SECTION 3. Notice of Meetings - The notice of meetings for regular and special meetings
may be prepared in written or printed form and shall be mailed to the registered post office
address of each stockholder of the Corporation. For regular meetings, the notice shall be
sent within (21) working days prior to the onset of the meeting. With regard to special
meetings, the notice shall be mailed at least (7) days and such notice must contain the
purpose and objectives of the same.
SECTION 4. Quorum - The number of stockholders needed to constitute a quorum shall
be fulfilled by a majority of the outstanding capital stock of the Corporation, which may
either be represented by the shareholders themselves or a person on their behalf, such as a
proxy.
SECTION 5. Voting - Stockholders may exercise their vote in all meetings, may it be
regular or special, using the number of shares registered under their names. In case of
absence, they may cast their votes by proxy. Provided that, the proxy must be
acknowledged in a proxy form to be inspected by the Secretary prior to the onset of the
meeting. Otherwise, no proxy shall be recognized without the approval of the Secretary incharge.
SECTION 6. Election of Directors - The election of directors shall be held annually and
shall be executed in a manner that is expressly stated in the provisions of the Code.
Moreover, the said election shall also be in accordance with all the formalities required and
shall be followed by the presiding officer, stockholders and directors therein.
SECTION 7. Order of Business - The order of business joined by the Board of Directors
and the stockholders of the Corporation at any meeting, may it be regular or special, shall
be conducted as follows:
1.
Calling the roll
2.
Presentation of the proof of due notice of meeting
3.
Reading and disposal of irrelevant minutes
4.
Reports of officers
5.
Election of officers
6.
Other affairs and businesses
7.
New agenda
8.
Adjournment of the meeting
ARTICLE II
DIRECTORS
SECTION 1. Board of Directors - The Corporation's business and property will be
managed by a Board of six (6) Directors owning at least one (1) share of capital stock.
Upon appointment, they shall serve for a term of one (1) year and shall remain in office
until their lawfully qualified successors are elected and accepted.
The Board of Directors to be elected by and from among the stockholders shall hold
and exercise the corporate powers of the law, all conducted businesses and all of the
corporation’s property, unless otherwise provided by the law. By only following the
general powers and such powers granted by law, the following expressed powers shall be
enacted by the Board of Directors:
a) To create and revise the rules and regulations as necessary and ensure their harmony
with the existing By-Laws to serve the corporation’s business and other agenda;
b) As long as the stockholders and the law permit, to invest part of the corporation’s
equity in another business entity that is not the same as the Corporation.
c) To acquire liabilities that the Board may see as beneficial. Provided that, they must
have evidence of such indebtedness in the form of notes, instruments, bonds,
debentures, or securities, which are still subject to the approval of the stockholders.
SECTION 2. Nomination Eligibility of Board of Directors - A stockholder found or
declared to be a part of a corporation that has a potential to compete, or have interest
adverse to the Corporation shall not be deemed a candidate for nomination in the Board of
Directors. Specifically, a person mentioned above is someone who is engaged in the
following activity:
a. If he is an officer, manager, controlling person, or the owner (either of record or as
beneficial owner) of at least ten percent (10%) of the outstanding stock of any
corporation, which the Board determines to be antagonistic to the Corporation;
b. If the Board determines the exercise of the nominee in good faith, then by at least
two-thirds (2/3) votes, the same will be considered as a nominee despite any person
set forth in the above paragraph.
In determining whether a person is a controlling person, beneficial owner, or the
nominee of another, the Board may take into account such factors as business and family
relations.
For the sake of clarity, the Board of Directors shall receive a full report about the
nominations in writing within thirty (30) business days before the scheduled regular
meeting.
SECTION 3. Independent Directors - As a publicly listed organization, the Corporation
is required by law to have a set of independent directors who: (i) owns at least one (1) of
the Corporation’s stock, (ii) is a college graduate and (iii) possesses integrity/honesty and
swears loyalty to the Corporation.
Apart from his fees and shareholdings, which shall not exceed two percent (2%) of
the shares in the Corporation and/or its related companies or any of its substantial
shareholders, an "independent director" is a person who is independent of any management
and does not have a personal relationship to any organization that may create a conflict of
interest and subsequently affect the neutrality of his judgment.
Moreover, an independent director is deemed disqualified if (i) he is retained as a
professional adviser or an officer or employee of the Corporation, (ii) he owns the
Corporation’s outstanding capital stock exceeding two percent (2%) as beneficial security,
and (iii) he fails to attend sixty percent (60%) of all the board meetings without justifiable
cause during his term.
Lastly, independent directors must be nominated in a stockholders’ meeting and no
other nomination shall be allowed during the event, especially if the final list of nominees
has been prepared by the Nomination Committee.
SECTION 4. Vacancy - If a vacancy in the Board of Directors arises as a result of death,
resignation, or others, the remaining Directors may fill the vacancy at any meeting at which
a quorum is still present. However, if their number is insufficient to constitute a quorum,
the Directors shall call a special meeting for the stockholders to fill such vacancies.
SECTION 5. Regular Annual Meeting - The regular annual meeting of the Board of
Directors for the purpose of organization and the transaction of other businesses shall be
held without notice, immediately following the annual meeting of the Corporation's
stockholders, at the Corporation's principal office or at such other location as a majority of
the Directors may designate.
SECTION 6. Regular Quarterly Meetings - The Board shall meet at least once every
quarter, or as frequently as the Board deems necessary.
SECTION 7. Special Meetings- The Secretary may call a special meeting of the Board
with the order of the President or any two (2) stockholders. With regard to the notice of the
meeting, it shall be given conveniently at least seven (7) days prior to the meeting and shall
state the object and purpose of the same.
SECTION 8. Board of Directors’ Meetings - Meetings of the Board of Directors may be
held in person or via remote communication, such as video conferencing, teleconferencing, or any alternative modes of communication approved by the Securities and
Exchange Commission. Proxy voting and participation is allowed, but with prior notice
and a brief documentation as to why the attendee is absent.
SECTION 9. Quorum - The majority of the stockholders owning ⅔ of the total
outstanding capital stock shall constitute a quorum at any meeting of the Board. Any
question that comes before the meeting will be decided by the quorum.
SECTION 10. Election of Officers - The officers of the Corporation shall be elected by
the Board of Directors at their first meeting following the election of the Directors, as stated
in these By-Laws.
SECTION 11. Order of Business - The order of business of any regular or special meeting
of the Board of Directors shall be:
1.
Calling the roll
2.
Presentation of the proof of due notice of meeting
3.
Reading and disposal of irrelevant minutes
4.
Reports of officers
5.
Election of officers
6.
Other affairs and businesses
7.
New agenda
8.
Adjournment of the meeting
SECTION 12. Compensation - With necessary consideration thereof, an allowance will
be allotted to each director that attends each of the Board’s meetings. The Board will
receive and distribute the amount of compensation, which shall not be more than ten
percent (10%) of the net income before the income tax of the Corporation, subject to the
stockholders’ approval.
ARTICLE III
OFFICERS
SECTION 1. Officers - The officers of the corporation shall be appointed by the Board of
Directors. Other offices that may exist from time to time shall also be created by the Board
as necessities that the Corporation might need. Lest there should be an agreement to the
contrary which may be sanctioned by law, these officers are to be elected to hold office for
a term of one (1) year until their successors are duly elected and qualified. Any two or more
of the mentioned officers may be held by the same person as long as the duties aforesaid
are not incompatible.
SECTION 2. Chairman of the Board - The Chairman to be appointed by the Board shall
become the presiding body at all meetings of the stockholders and of the Board of Directors
and shall perform such other duties under his office or are duly required of him.
SECTION 3. President – The President who will be appointed by the Board of Directors
shall also be the chief executive officer of the Corporation; shall exercise general
supervision of the affairs and activities of the Corporation; shall affix signature on all stock
certificates and, whenever authorized to do so by the Board of the Directors, all approved
contracts and other instruments in behalf of the Corporation; shall assure that the
resolutions of the Board are properly executed and conducted; shall submit reports to the
Directors and stockholders; and shall perform all other duties incidental to his office or are
required of him by the Board of Directors.
SECTION 4. Vice President – The Vice President, if eligible, shall take over all functions
and all duties of the President in the absence or incapacity, for any reason, of the latter.
SECTION 5. General Manager – The General Manager shall overlook and supervise all
business operations of the Corporation and, conditional to the approval of the President,
may employ, suspend and/or discharge any and all employees/laborers therefore,
approving their respective compensations and the scope and nature of the work to be
performed by each of them. He shall construct and submit an annual report to the President
and to the Board of Directors with the results of the business operations set forth under his
control, alongside with suggestions existing to refine the business of the corporation or to
enhance its finances, and he shall execute such other duties as the President or the Board
of Directors may require.
SECTION 6. Secretary – The Secretary shall issue notices of all meetings, shall keep its
minutes and the custody of the seal and corporate books; shall sign with the President the
certificate of stock and such other instruments that require signatures; and shall submit
such reports and exercise such other duties as incidental to his office or are required of him
by the Board of Directors.
SECTION 7. Treasurer – The Treasurer shall have authority over all money, securities
and values of the corporation, which come into his possession, and shall keep regular books
of accounts. He shall be responsible for the deposit of said money, securities and values of
the corporation wherein the delegation of the Board of Directors shall be done from time
to time, subject to withdrawal hence upon the checks or other written demands of the
corporation, which will be signed by at least two of the officers appointed by the Board of
Directors.
SECTION 8. Compensation– The Board of Directors will set and determine the salary of
the corporation's officers and employees. The Board, on the other hand, may allow any
officer to appoint and remove subordinate officers, as well as prescribe their powers and
duties and set their compensation.
SECTION 9-a. Appointment and Powers of Executive Committee – The Board of
Directors shall establish and appoint an Executive Committee of Directors, and any
vacancy in the said committee shall be replaced by the Directors at any meeting of the
Board at which a quorum is present. The Board of Directors has the authority to remove
members of the Executive Committee at any time. The Board of Directors will decide on
their compensation.
The Executive Committee shall advise and assist the corporation's officers in all
matters concerning its interests and the management of its business, and shall have and
may exercise all of the powers of the Board of Directors in the management of the
corporation's business and affairs, except (a) such powers are granted by statute to the
Board of Directors, (b) the power to declare and pay dividends, and (c) the power to
dissolve the corporation. All measures acted on by the Executive Committee must be
presented to the Board at its next meeting after they have been taken, and such committee
transactions must be deemed ratified by the Board unless otherwise specifically withdrawn.
SECTION 9-b. Meetings – On the call of the Chairman of the Committee or any member
thereof, the Executive Committee shall meet from time to time and at such places as it may
designate. Written notice of any such meeting, including the place, date, and hour of the
meeting, should be personally served on each member of the Executive Committee at his
address listed in the books of the corporation at least twenty-four (24) hours prior to the
meeting.
SECTION 9-c. Quorum - A quorum of the Executive Committee shall consist of a
majority of its members, and any action taken at any of its sessions must be approved by a
majority of such quorum's affirmative votes.
SECTION 9-d. Minutes of the Meetings – The Corporation's Secretary shall keep the
minutes of the Executive Committee's meetings and cause them to be documented in a
book retained for that purpose. When requested or directed, the Corporate Secretary will
transmit these minutes to the Board of Directors.
SECTION 10. Nomination Committee – A Nomination Committee comprising at least
three (3) Directors, one of whom must be an Independent Director, shall be formed. The
Nomination Committee is responsible for assessing the effectiveness of the Board's
processes and procedures in the election and replacement of directors, as well as reviewing
and evaluating the qualifications of all persons nominated to the Board and other
appointments that require Board approval.
The Nomination Committee will establish guidelines or criteria to govern the
process of the nomination of directors. Once affirmed by the Board of Directors, the
Nomination Committee's decision is final and binding on the stockholders, and no further
questions may be presented during the stockholders' meeting at which directors are elected.
SECTION 11. Other Committees - The Board of Directors may establish and appoint
such other committees as it deems necessary or advisable for the proper conduct and
operation of the Corporation's affairs, and may prescribe their respective powers and duties.
Such committees shall be composed of Directors and shall have such numbers as the Board
determines. The members of any such committee constituted and appointed by the Board
of Directors may be removed by the Board at any time, and any vacancies in any of said
committees shall be filled by the Board.
ARTICLE IV
CERTIFICATES OF STOCK AND THEIR TRANSFER
SECTION 1. Certificates of Stock – All stockholders shall be entitled to one or more
certificates of stock indicating the number of shares registered under his name. It shall
contain the signature of the President and shall be countersigned by the Secretary of the
corporation and sealed with its corporate seal. The certificates of stock shall be issued
consecutively and on the stub of each certificate shall be written the number of the
certificate, date of issue, number of stocks, name of stockholder, address, and other
necessary data. The stockholder shall affix his signature upon issuance to him of the
aforesaid certificate and shall be considered, for all purposes of the corporation, as a valid
receipt therefore from the stockholders. The necessary documentary stamps for each
certificate of stock shall be borne by the stockholder, purchaser or transferee.
SECTION 2. Cancellation of Stock Certificates and Issuance of New Ones - Every
certificate surrendered for exchange or transfer must be attached to the original stub in the
certificate book, and no new certificates will be granted until the old certificates have been
returned to the Corporation, or sufficient proof of their loss has been produced.
SECTION 3. Transfer of Stock – By endorsement or separate deed, stock certificates
may be sold, transferred, or hypothecated, but the Corporation will not consider any
transfer effective until the endorsed certificate is submitted for cancellation and a new one
issued in the transferee's name. All certificates submitted for transfer to another name must
be marked "CANCELLED" by the Secretary and attached to the corresponding stub, which
must include the following information:
(a) The date when the shares were transferred
(b) To whom transferred
(c) Number of shares transferred
(d) Number or numbers of the new certificate or certificates
SECTION 4. Lost, Stolen or Destroyed Certificates – Only if the provisions of Republic
Act No. 201 are met, duplicate stock certificates may be issued in place of any certificate
or certificates alleged to have been lost, stolen, or destroyed.
SECTION 5. Close of Stock Book or Register – Within twenty (20) days of any
stockholders' meeting, or at such other date as the Board of Directors may determine, no
transfer of certificates shall be placed on the corporation's Stock Book or Register.
SECTION 6. Inspection of Stock Book or Register - During the Corporation's regular
business hours, any stockholder may see the Stock Book or Register.
SECTION 7. Unpaid Subscriptions - No interest shall run on unpaid subscriptions until
delinquent.
ARTICLE V
DIVIDENDS AND FINANCE
SECTION 1. Accounting Period -- The accounting period of the Corporation will be
based on the calendar year, which begins on January 1st and concludes on December 31st
of the current year.
SECTION 2. Dividends - The Corporation may only distribute gains or dividends from
the organization's unrestricted retained earnings, which may be granted at any time, in any
manner, and in any amount, subject to the Board of Directors' approval.
SECTION 3. Auditors - The corporate auditors must be chosen by the Board prior to the
end of the fiscal year, and they shall be fully responsible for auditing and examining the
Corporation's books of accounts and their balances.
SECTION 4. Inspection of Corporate Books and Accounts - Any member of the Board
of Directors may be given unrestricted authority to inspect the books and accounts of the
Corporation and is bound by the results of such inspection.
ARTICLE VI
SEAL
Unless otherwise opposed by the Board of Directors, the corporate seal of the
Corporation shall be made in circular form bearing the words:
“HALIGI BUILDERS CORPORATION”
ARTICLE VII
AMENDMENTS
The By-Laws of the Corporation may be subject for amendment, alteration, or
repealment, partially or entirely, through the decision of the majority of the stockholders
representing at least 2/3 of the outstanding capital stock at any regular or special meeting
where such motion has been announced prior to assembly.
In the event that further rules and regulations are required, the Board of Directors
has the authority to enact supplementary articles as long as they are consistent with the
Corporation's current By-Laws. They do not, however, have the authority to change,
modify, or repeal the existing By-Laws and amendments.
ADOPTED on this 11th day of December 2021, by the undersigned stockholders
representing the majority of the outstanding capital stock of the Corporation.
JOSSEL N. ABEJO
LOVE JOY VERILY V. LACHICA
MARIA NINIANN R. NICASIO
KEANO C. BAYAN
BERNADETTE KYLE G. MIRANDA
LEIGH ANN V. OTIC