------~~-------------
KNOW ALL PERSONS BY THESE PRESENTS:
THIS IS TO CERTIFY that the New By-Laws of
.CEBU AIR, INC.
copy
aDJ~exed,
adopted on February 21, 2007 by majority vote of the Board of
Directors and by the vote of at least two-thirds of the of the outstanding capital
stock, and certified under oath by the Corporate Secretary and majority of the
said Board was approved
by the Commission on. this date pursuant to the
provisions of Section 48 of the Corporation Code of the Philippines, Batas
Pambansa Big. 68 approved on May 1, 1980, and copies thereof are filed with the
Commission.
IN WITNESS WHEREOF, I have hereunto set my hand and taused the
seal of this Commission to be affixed at Mandaluyong City, Metro Manila,
Philippines, this
.
BAIneIIy
a-I &ay of
May, Two Thousand Seven.
CEBU~' ''"'-#~'-4-''~''''
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DIREcrQB~~lmtPui~~~~\
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We, the undersigned, being the C~ of ;
the' 9rate Secretary and the
majority of the members of the Board of~\of ,
INC.' "Corporation;'), hereby.
certifY that:
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(1) The Articles of Incorporation ofthe CorP
:~~Wi&::...
Laws ofthe Corporation was adopted by a m.8j . .,.. _......_.,
/
~_
",'" /'
a new set of By-
"Board ofI}j.t;eetors ,and by the vote of stockholders representing more than two-thirds (213) of11le outstanding capital stock of the Corporation at a joint special meeting held on Feb~2007, whereby the following resolutions were approved: .
.
"RESOLVED, as it is hereby resolved, that the authorized capital stock of
CebU Air, Inc. (the "Corporation") be increased from Pesos: One Hundred
Million (PIOO,OOO,OOO.OO), divided into One Million (1,000,000) common
shares with a par value of One Hundred Pesos (p100.00) per share to Pesos:
One Billion Three Hundred Forty Million (P1,340,OOO,OOO.OO) divided into
One Billion Three Hundred Forty Million (1,340,000,000) common shares
with a par value of One Peso (P 1.00) per share;
"RESOLVED, that out of the increase in the authorized capital stock of the
Corporation equivalent to One Billion Two Hundred Forty Million
(1,240,000,000) common shares, Three HUndred Ten Millic:>n (310,000,000)
common shares shall be subscnbed and paid for in full by way of conversion of
advanceslliabillties to equity;
.
"RESOLVED, that the Corporation. be authorized to deny the· pre-emptive
rights to its shareholders;
"RESOLVED, that Article Seventh of the Articles of Incorporation of the
Corporation be, as it is hereby amended to read as follows:
"SEVENTH: That the authorized capital stock ofthe
corporation is ONE BlLLION 1HREE HUNDRED FORTY
MILlON (pl,340,OOO,OOO,00) ·PESOS divided into One
Billion Three Hundred Forty Million, (1,340,000,000) shares
with par value ofONE (p1.00) PESO per share.
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wa t-'n".t lYl~JI~.Jq,!.l~ILI~tm_pre-qJ'lljl~e;
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right to subscnbe for, purchase or receive any part ofthe shares
of the Corporation, whether issued from its unissued capital or
its treasury stock."
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"RESOLVED, that the Board of Directors and stockholders of the
Corporation approve, as it hereby approves the revocation of the existing
By-Laws of the Corporation and the adoption of the new set of By-Laws
attached as Annex: 1.
.
"RESOLVED FINALLY, that the Chairman, President, Corporate Secretary,
Treasurer and other officers ofthe Corporation be authorized and empowered,
as they are hereby empowered, to do any and aD acts necessary and proper to
give the foregoing resolutions force and effect."
. (2) Attached are the full, complete, true and
Incorporation and the new set of By-laws
~copies of the Amended Articles of
6r~rporation.
IN WITNESS WHEREGF:"-w
~es.
Director
'rime; 9: 2 ; '7 AM.
LANCE Y.
K GWEI DirectorlChainnan oftbe Meeting
RO~~
Secretary ofthe Meeting
e_~
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N'~~A
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~E'uU~Tol~O
.t.tt ,.n.~£,,~
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Pa
Name
RICARDO J. ROMULO
JOSE F. BUENAVENTURA
No.
ZZ130325
ZZ145826
that they are the same persons who executed and voluntarily signed the foregoing Directors'
Certificate, which they acknowledged before me as their free and voluntary act and deed.
The parties presented to me their respective Community Tax Certificates as follows:
Date Place Issued
January 29,2007/
Makatl a
January 29,2007/
Makati
Comm. Tax Cart. No.
Name
RICARDO J. ROMULO
17673405
JOSE F. BUENAVENTURA
17673413
NOTA~LIC
AnY. JOSE
Doc.No. OCl\g
..Page No. Oi.,\
Book No.
1
Series of2007.
7{n~~ SALVOSA
CornmlSslen No. 'SO
Notary Public for Makitti City
Until D:c. 31. 2007
30t!! Floot, Citibenk T.awer 8741 Pasco de Rc",:a.<>, :Mcl<ati City Roll No. 52751
PTR No. 0267811/1-3·1007' Makati a.ty
mp No. 693365/1-24007' Q. Co CIIeptier
te: 1 -1
1
er Name: CEBUAIR120 CERTIFlED MACHINE COpy
~. :.~ '"~f OF
d PAGES
A
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•
••
i0.,D
c; __"7G>i1!;~'rl"''''S''''_'«_''''~_'''-
Driver's License No.
o -9
-172453
that they are the same persons who executed and voluntarily signed the foregoing Directors'
Certificate, which they acknowledged before me as their :free and voluntary act and deed.
The parties presented to me their respective Community Tax Certificates as follows:
The foregoing Directors' Certificate consisting of three pages including the page on which this
acknowledgment is written, has been signed on the left margin of each and every page by the parties.
NOTARY PUBUC
Dac.No. ~
Page No. hC!
Book No. J!J
Series of2007.
,', .,y. Derek Antti
y p. L'
Roll of Atty. No. 45269
-5
11 l,r.'j,
.l (; ~Iwl
1m
'i\IY. ~bfi~ ,
~31~eape ;
9:
. TR No. 8632914/1-31_071 QC
IBP No. 697391/1-3-071 MakaU
User Name: CEBUAIRl 0
THE BOARD OF DIRECTORS
1.
Election ofDirectors ­
a. The directors of the Corporation shall be elected by plurality vote at the
annual meeting of the stockholders for that year at which a quorum is
present. At each election for directors, every stockholder shall have the right
to vote, in person or by proxy, the number of shares owned bY him fur as
many persons as there are directors to be el~ or to cumulate his votes by
giving one candidate as many votes as the number of such directors
multiplied by the number of his shares shall equal, or by distnbuting such
votes on the same principle among any number ofcandidates.
b. All nominations for directors to be elected by the stockholders of the
Corporation shall be submitted in writing to the Corporate Secretary of the
Corporation at the principal office of the Corporation not earlier than
thirty (30) business days nor later than twenty (20) business days prior to
the date of the regular or special meeting of stockholders for the election
of directors. Nominations which ar~t submitted within such period shall
not be valid. Only a stockholder df record entitled to notice of and to vote
at the regular or special meeting of the stockholders for the election of
directors shall be qualified to be nominated and elected a director of the
Corporation.
c. The Board of Directors shall form a Nomination Committee composed of
at least five (5) members of the Board, one of whom must be ~
independent director. The Nomination Committee shall promulgate
guidelines for the conduct of the nomination and establish the screening .
policies
re f1r dh£'
1:u~ti,Q~ pf alh'1PD!i1le<ifS1
for dire
,
"ding 1he
'1:1ire6tcm,h"THe Noinritatidh J.
Committee shall prepare a list of all nominees for directors which shall be
subject to the review and confirmation by the Board ofDirectors.
2
CotDlllittee.upon confirmation by a majority Vo!~ ,
be<fil1al and binding upon the shareholder
entertairted or allowed during the aJUidaJ
that no nominee to the Board of Dire,,!
process.
'
<{ of Directors, shall
'"
.on shall be'
; provided
'thout due
~
The Board of Directors, by majority
tions of all
. nominees to the Board. It may also, i
on and by
majority vote of its members, disqualify
who, in. the
' h those of the
Board's judgment represents an interest adver "
ig,Jhe Board may take
,Corporation. Without limiting the generality of the"fo
into consideration the fact that the nominated stockholder is""­
(i) the owner (either of record or as beneficial owner) of twenty
percent (20%) or more of any outstanding class shares of any
corporation (other than one in which the Corporation owns at· least
thirty percent (30%) of the capital .§tock) which is engaged in a
business directly competitive with tlfat ofthe Corporation or any of
its subsidiaries~
(ii) an officer, manager or controlling person of, or the owner of any
member of his imniediate family is the owner (either of record or
as beneficial owner) of twenty percent (20%) or more of any
outstanding class of shares of any corporation (other than one in
which the Corporation owns at least thirty percent (30%) of the
ca,pital stock) which is an adv;r.se party in any suit, action or
proceeding (of whatever ,m.ture, whether civil, criminal,
administrative or judicial) by or against the Corporation, which has
been actually filed or threatened, imminent or probable, to be filed;
(iii) as determined by the Boar9' of Directors, in the exercise of its
judgment in good faith, to lfe the nominee, officer, trustee, adviser
or legal counsel, of any individual who falls under (i) and (ii)
hereof
In detennining whether a person has a conflict of interest with the
Corporation or is a controlling persoI)~ beneficial owner, or the nominee of
another, the Board of Directors may take into account other factors such as
business, family and professional relationships.
2.
Quorum - The directors shall act only as a Board, and the individual directors shall baye no power as such. A rj~rityof the _director~ s~~be
. uOV.PU d
~
Jser Name
0
0
T
.
CJ!;BUA.Rl 0
3
necessary at all meetin~~ to consti~te. a qu,
"-~fiiijAt}J-e"t~ansaction of any
business,. and every decIsIon of a maJonty/G:
,
embled as a
Board shall be valid as a corporate act. I ,,//' .....-,::.:>~.-.~',
/;;:1/
3.
Meetings - The Board of Directc>~ ~a11
immediately after their election, of whtcili Imee ..
Thereafter, the Board of Directors shal\b
1\e l
months at the principal office ofthe Corp
.t·~Qr
date and hour as the Board may fix.
'\, <:;,}<:>.
" ·'k'".
"~.:,
ganization.
required.
f every three
e and at such
be
HE "./
Special meetings of the Board of Directors"shalnie held in the principal
office of the Corporation or at such other place in Metro Manila as may be
designated in the call, and may be called by the President at anytime, or by a'
majority of the Board, with due notice to each ¥tor, or such special meetings
maybe held at any time and place without notice by the unanimous written
consent of all the members of the Board who are then present within the
Philippines, or with the presence and participation of all members of the Board
who are then present in the Philippines.
4.
Powers - The Board of Directors shall manage the business and property
of the Corporation and shall have such other po~as are herein conferred by
these by-laws or provided by statutes ofthe Philippmes.
Without prejudice to the general powers hereinabove conferred, the Board
ofDirectors shall have the following express ~ers:
a.
From time to time to make and change rules and regulations not inconsistent with t{a€se by-laws for the management of the Corporation's business, property and affairs; b.
To purchase or otherwise acquire for the Corporation property, right or privileges·~ch the Corporation is authorized to acquire at such price and on such terms and conditions and for such consideration as it shall from time to time see fit; c.
To pay any property or rights acquired by the Corporation or the discharge obligations of the Corporation either wholly or partly in money or in stock, j,onds, debentures or other securities of the Corporation; •
d.
To borr
Jllonp.v for
rppr"tinn and for 84Gh PJ.l1.1?~e":} )\ l;.R
to create,Irlikti\&
~o~
, e~~'; ancFneS6t~ .MJ.'~
instruments or securitie~ secured by mortgage or pledge of property
belonging to the Corporation; provided, that, as hereinafter provided, the
proper officers of the Corporation shall have these powers. unless
expressly limited by the Board ofDirectors;
t:1.·0.yt
p;~'~h
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N""Wii",""u
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N
CERTIFIED MACHINE COpy
PAGE_.g
OF."
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•. i~E::'IEO BY:
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4
e.
To delegate, from time/ /J0 --'--'" '6(the
powers of the
~
,
.., .. " of the current
business or businesses of the
" .Ypn··-1,(f'··ani<s
g or special
committee or to any officer or i
a.r4\~
:ht
',rsons to be
Board which could lawfully be dele
agents of the Corporation
witti
subdelegate), and upon such ten1J.
h p~.-;.
. may!
-clluding' power to
, ~~ fit. j f
th~, ,\,~~~~ti\~.<~,J!
5.
Vacancies - Any vacancy in
koval by the
stockholders or by expiration of the term; . -~~ '- ..
te of at least a
" . Otherwise, the
majority of the remaining directors, jf still cO
vacancy must be filled by the stockholders at a pecThrmeeting duly called for the
purpose. A director so elected to fill a vacancy shall hold office 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 or due to the removal of a director by t~ stockholders in the manner
provided by law shall be filled by an election at negular or at a special meeting
of the stockholders duly called for the purpose, or in the same meeting authorizing
such increase or removal of directors.
6.
Compensation - Each director shall receive a reasonable per diem for his
attendance at every meeting of the Board. FUIlJ.:lermore, every member of the
Board sha]] receive such amounts, not to exc~ ten per cent (10%) of the .net
income before income tax. of the Corporation during the preceding year, as may
• be determined by the Board ofDirectors, as compensation, subject to the approval
. by the stockholders.
meetings~the
7.
Minutes - Minutes of all
Board of Directors shaI1 be kept
and carefully preserved as a record of the business transacted at such meetings.
The minutes shall contain such entries as may be required by law.
8.
Unless otherwise decided by the Board, the order of business at any
regular or special meeting of the Board <)fDirectors shall be:
1.
2.
3.
4.
5.
6.
7.
Roll Call.
I
Secretary's proof of due notice ofthe meeting.
Unapproved minutes - reading and disposal of the same.
Reports of officers.
Unfinished business.
New business.
Adjournment.
Date: 15,10-201
Time; 9:2;1
9.
Guidelines on the Nomination and Election of Independent Directors ­
The Corporation shall have at least two (2) independent directors or at least
twenty percent (20010) of its board size, whichever is lesser.
5
1.
An Independent Director ;.
shareholdings, is independent of
.
other relationship which could, or co~l
interfere with his exercise of inde '.
1.1 Is not a director or officer or substantial stockholder of the
corporation or of its related companies or any of its substantial shareholders
except when the same shan be an Independent· Director of any of the
foregoing~
1.2 Does not own more than two percent (2%) of the shares of the
corporation andlor its related companies or any ofits substantial shareholders;
1.3 Is not a relative of any director, officer or substantial shareholder
of the. corporation, any of its related companies or any of its substantial
shareholders. For this pwpose, relatives includes spouse, parent, child,
brother, sister, and the spouse of such child, brother or sister;
1.4 Is not acting as a nominee or representative of any director or
substantial shareholder of the corporation, any of its related companies or any
of its substantial shareholders, pursuant to a Deed of Trust or under any
contract or arrangement;
1.5 Has not-been employed in any executive capacity by the
corporation, any of its related companies or by any of its substantial
shareholders within the last two (2) years;
1.6 Is not retained, either personally or through his finn or any
similar entity, as professional adviser, by the corporation,· any of its related
companies andlor any of its substantial shareholders, within the last five (5)
years; or
1.7 Has not engaged and does not engage in any transaction with the
corpora~ion
~tl? ~ cf.Y~
. .~ 1Pfl{~ ~ .
Y?lf ~sS AM
substantial share
ers, wnetner tiy
r wJttt:.¥tter~p
~ 1fual&'-'
through a firm of which he is a partner andlor a Corporation of which he is a
director or substantial shareholder, other than transactions which are
conducted at arms length and are immaterial.
.
?0
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~
C~
.~
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6
ff~nse punishable by
of the SRC,
4.
above:
When used in relation to a Corporation subject to the requirements
4.1. Related Corporation means another Corporation which is: (a) its
holding Corporation, (b) its subsidiary, or (c) a subsidiary of its holding
Corporation; and
4.2 Substantial shareholder means any person who is directly or
indirectly the beneficial owner of more than ten percent (10%) of any class of
its equity security.
B.
Qualifications ofIndependent Directors
1.
An independent director sha1l have the following qualifications:
1.1 He shall have at least one (1) share of stock ofthe corporation;
1.2 He shall be at least a college graduate or he has sufficient
management experience to substitute for such formal education~
1.3 He shall be twenty one (21) years old up to seventy (70) years
old, however, due consideration shall be given to qualified Independent
Directors up to the age of eighty (80);
1.4 He shall have been proven to possess integrity and probity; and
1.5 He shall be assiduous.
2.
No person enumerated under Section
n
(5) of the Code of
~~;:t~e~i:::;;~J,~~~~~~~~~~~~
Jl~
causes:
2.1 He becomes an officer or employee of the corporation where he
is such member of the board of directors/trustees, or becomes any of the
'W'"-IfW.
sec. gent. ph
'User Name:
CEBUAIR12
7
persons enumerated under letter (A) hereof; //~;~~HA~""'" .,
2.2 His beneficial security 0 .'
the outstanding capital stock ofthe Co,'
/
//~;',;:·.~~;~~i~" /~s. two~ \,ut (2%) of
.0
,/
..,
'8" Stl'
.
... ector;
t
\
P% of the
1absences
f
2.4 Such other
Manual provides.
C.
Nomination and Election of Independent Directors
1.
The Nomination Committee (Committee) conducts the nomination
oflndependent Directorls prior to a stockholders' meeting.
2.
The Committee solicits nominations for candidates to become
Independent Director ofthe Corporation.
2.1 All recommendations shall be signed by the nominating
stockholders together with the acceptance and conformity by the would-be
nominees.
The Committee shall pre-screen the candidates to determine
whether they are qualified per definition and listed qualifications listed above,
General Guidelines listed in the Corporate Governance Manual, Articles of
Incorporation, By Laws of the Corporation, and perceived needs of the Board
of Directors and the Corporation such as, but not limited to .the fol]owing:
3.
3.1 Nature of the business of the corporations which he is a Director
of
3.2 Age of the nominee for Independent Director
3.3 Number of directorships/active memberships and officerships in
other corporations or organizations
3.4 Possible conflict ofinterest
4. The Committee shall prepare a list of all candidates and evaluate . _.:p.._A-"" *
"" J::...:..=::1:.l'\abt'l
t\,<¥..~ ..m,.fo_lit.~ aIi~~ • ~ ry
the candl'dat~9d
t hQ\,~
QYC;fJ.W.mll""'l~O
QDS;b:i.1
enable it to effectively review the qualifications of the nominees for
Independent Director/s.
5.
After the n'Lmination, the Committee shall prepare a Final List of
Tl'o'-'r
Vw~
l\l'~,",>",:,
~
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CVSTYATR12n
~
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8
6.
Only nominees whose names appear on the Final List of Candidates shall be eligible for election as Independent Director/s. No other nomination shall be entertained after the Final List of Candidates shall have . been prepared. No further nomination shall be entertained nor allowed on the floor during the actual annual stockhoiders'/memberships' meeting. ARTICLETI-A
EXECUTIVE COMMITIEE'
COl\1POSITION - The Executive Co~ttee shall be composed of such
members as the Board of Directors may ~m time to time decide. The Chairman
of the Board shall act as ex-officio Chairman of the Executive Committee, the
President as Vice-Chairman, and three other members of the Board of Directors
shal] serve as members of said committee upon designation by the Board.
POWERS­
(a) The Executive Committee shall advise and assist the officers of the corporation in aU matters concerning its interests and the management of its business and, between meetings of the Board of Directors, the Executive Committee shall have and may exercise all the powers of the Board of Directors which may be delegated to it by said Board. (b) Regular meetings of the Executive Committee may be held without call or notice at such times and places as the Executive Committee from time to time, may fix. &lhl
9
(c) At
~t1ng :tPtne~ ~. ~eniajo~
members shall constitute a quorum. Any action of the Executive Committee, . to be effective, must be authorized by the affirmative vote of a majority of the members thereof. Qrl1
r'§·· ... ·¥·,,·
/j
'011
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ser
20
9
, (d) The;'t4~ meetings of the
Executive Committee and cause them t
",:,,,.,~'P.!?ok kept at his
office for that purpose. These Minut /
/ e... ~!esen ,.
\the Board of
Directors from time to time for their' .
'atifu,k< .
j
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1. OFFICERS - The officers of the corponitioo··-shalt1ie a Chairman of the Board, a President, Executive Vice-President, one or more Senior Vice­
Presidents, one or more Vice-President (the number thereof to be detennined by the Board of Directors), a Treasurer, and a Secretary and may also from time to time appoint such other officers as it may deem proper. The Board of Directors may create such other additional positions, as it may consider proper. The Chairman of the Board, the Vice Chairman and the President shall be stockholders and directors. Neither the Chairman of the Board and Chief Executive Officer, the Vice Chairman, nor the President may concurrently act as Secretary or Treasurer of the Corporation. Any member of the Board may hold . one or more. corporate positions at the discretion of the Board of Directors provided they are not incompatible .with each other. 2. ELECTION AND TERMS OF OFFICE - The officers of the corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the organizational meeting of the Board of Directors held after each annual meeting of the stockholders. If the election of officers shall not be held as aforesaid, then it shall be held as soon thereafter as may be possible. Each officer • shaH ho1d office until his successor shall have been duly elected and qualified.
3. VACANCIES - Every officer shall hold office only during the pleasure of the Board of Directors, and all vacancies occuning among such officers by death, removal, resignation or disability shall be filled by the Board of Directors. Any such resignation shall take effect upon acceptance thereof by the Board of Directors. In case of temporary absence of any officer of the Corporation, or for any other reason that the Board of Directors may deem sufficient, the Board of Directors may delegate the powers and duties of such officer to another qualified person. 4. POWERS, DUTJES AND COMPENSATION - The Board of Directors fi
may prescrib.e tht;.p2.wl
and
coJll~ion g( the .QfP.CCU'~ @j 0
the corporation, -Mref~ch p~ ahO"'Qu
ahf:not "PrYB-ffied blth~
layvs. rs
dftie:.ap'h
1>t: 5. CHAIRMAN OF THE BOARD - The Chairman of the Board shall preside
at all.meetings. ~~e stockholders and the Board
'6g~~rsN~::::ha:
~UAIRl
0
10
eer of the
est, fonn
duties as
rporation.
He shall co-sign jointly with the Treasurer or other officer designated by the
Board all checks. drafts or other orders with respect to any funds of the
corporation maintained in any bank. He may likewise sign together with any
proper officer of the corporation thereunto authorized by these By-Laws or by the
Board of Directors, any deed, mortgage, bond, contract or other instrument which
the Board of Directors has authorized to be executed, except in cases where the
signing and execution ther~f shall be expressly delegated by the Board .of
Directors or by these By-Laws to some other officer ofthe corporation, or shaU be
required by law to be otherwise signed or executed; and in general perform all
duties incident to the Office of the President and such other duties as may be
prescribed by the Board ofDirectors from time to time.
7. EXECUTIVE VICE-PRESIDENt' - The Executive Vice-President shall
oversee the day-to-day operations orthe corporation, implement directives of the
President, provide effective assistance to the President on matters referred to him
for disposition and perform such other functions as may be assigned to him. He
shall discharge the duties and responsibilities of the President in ease of absence
or incapacity, until such time as the Board of Directors shall have elected or
designated an Acting President, as tJ:y.Ycase may be, among qualified persons who
maybe working in or out ofthe corp'6ration.
8. SENIOR VICE-PRESIDENTS AND VICE-PRESIDENTS - The Senior
Vice-Presidents and Vice-President shall perfonn such duties as from time to time
be assigned to them by the President or by the Board ofDirectors.
TREAS~~:rrJ~slaD ha~
~1jdill
9.
gpst6J.yiqid the
funds and securities and shall keep full and accurate accounts of alI receipts and
• disbursements in books belonging to the corporation and shall deposit aU money
and other valuable effects in the name and to the credit of the corporation in such
depositories as shall be selected by the Board or in accordance with the provisions
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. ent or other office
respect to any
this By-Laws. He shall sign. together with eJ;tll
designated by the Board, all checks, drafts /'
funds ofthe corporation maintained in any
•
10. SECRETARY - The Secretary :
Philippines shall attend all meetings of
and shall act as Secretary thereof and t
book to be kept for that purpose, and s .
of the Board when required. He shall cauR,
directors and stockholders, and shall perform' '.
this office. He shall keep in safe custody the sear" ··t '-COrporation, and, when
authorized by the Board ofDirectors, affix it when required to any instrument.
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ARTICLE IV
STOCK CERTIFICATE
Each stockholder whose share of stock has been paid in
a stock certificate or certificates for such share of stock.
~haU be entitled to
The certificate of stock shall be in such form and design as may be determined
by the Board of Directors. Every certificate shall be signed by the President and
countersigned by the Secretary, sealed with the co~rate seal, and shall state on
its face its number, the date of isSue, the number ofshares for which it was issued,
and the name ofthe person in whose favor it was issued.
ARTICLE V
TRANSFER OF SHARES OF STOCK
b~very
Shares of stock shall be transferred
of the certificate endorsed by
the owner or his attomey=iil-fact or other person legally authorized to make the
transfer but no transfer shall be valid except as between the parties until the
transfer is annotated in the books of the corporation.
No surrendered certificate shall be cancelled by the Secretary until a new
certificate in lieu thereof is issued, and the Secretary shall keep the cancelled
certificate as proof of substitution. If a stock certificate is lost or destroyed. the
Board of Directors may order tJ:!e issuap.ce of new certificat~, in lieu thereo~..after
satisfactory proong~s QL ~ ~J1it2rigiHaiStli&ate9da::;upQ62
proper request for the issuance of such new certificate to the Board of Directors
which may require such guaranty as it deems sufficient.
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The unissued stock of the Corporation shall· be offered for sale and sold in
Name: CEBUAIRl 0
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12
quantities and at such time as the Board o~Piri":-"~-_,_Corporation may
such price as
from time to time detennine, and shall be s~~;.te .
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may be fixed in the resolution directing suc¥-~? /,,,,-,~>,-,,,,
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Treasury Stock ofthe Corporation s
~utstanding
stock of the Corporation as may be d
to
~ otherwise
gf Directors
acquired by it, and shall be held subje, \' .~.
>-~s
'r participate
except as otherwise provided by law. Such.
in dividends whlle held by the Corporation. \..'.'"
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Lost Certificate may be replaced after compllan'Ce···wttll'the requirements of
Republic Act No. 201.
ARTICLE VI
FISCAL YEAR, DIVIDENDS & ACCOUNTS
~scal
~rporation
1. Fiscal Year year of
shall begin on the first
day of January and shall end on the last day ofDecernber of each year.
2. Dividends - Dividends may be declared~ the surplus profits of the
Corporation and payable at such time and in s
percentage or amount as the·
Board of Directors may deem proper. The divi ends shall be payable in cash or in.
shares of unissued stock of the Corporation, or both, as the Board of Directors
shall determine. No dividend shall be declared that will impair the capital of the
Corporation. Stock dividends shall be declared in accordance with law.
3. Inspection of Accounts - The bOO~,counts and records of the
Corporation shall be open to inspection by any' ember of the Board ofDirectors
at all times. Stockholders may inspect said ooks, accounts and records of the
Corporation at reasonable times on any business day.
4. Auditors shall be designated by the BoardofDirectors prior to the close of
business in such fiscal year, who shall auclj("and examine the books of account of
the Corporation and shall certifY to the Board of Directors and the stockholders
the annual balances of said books whlcb shall be prepared at the close of the said
year under the direction of the Treasurer. No Director or officer of the
Corporation, and no finn or corporation of whlch such officer or Director is a
member, shall be eligible to discharge the duties of Auditor. The compensation of
the Auditor shall be fixed by the Board ofDirectors.
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1. Place - All me~tin~s of the ~td\t\~ld.er~
,:i,i.~ reId ~~e principal
?ffice of the ~orporatiollt unl~ Wfttt~~ n~~~,~s.>..... !~.l.9.:~~W2.gr should fix
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2. Proxy - Stockholders may vote at alt~~~~ber of shares
registered in their respective names, either in p~rsbn··-or:t>:rproxy duly given in
writing and duly presented to and received by the Corporate Secretary for
inspection and recording not later than five (5) working days before the time set
for the meeting, except such period shall ~e
r uced to one (1) working day for
meetings that are adjourned due to lack
the necessaI}-quorum. No proxy
bearing a signature which is not legally ac owledged by tkfe Corporate Secretary
shall be honored at the meetings. Proxies shall be valid and effective for five (5)
years, unless the proxy provides for a shorter period, and shall be suspended for
any meeting wherein the stockholder appears in person.
3. Quorum - No stockholders' meeting shall be competent to decide any
matter or transact any business, unless a majority oJ the outstanding capital stock
is presented or represented thereat, except in thos¥8Ses in which the Corporation
law requires the affirmative vote of a greater proportion.
In the absence of a quorum, any officer entitled to preside or act as
Secretary of such meeting, shall have the power to adjourn the meeting from time
to time, until stockholders holding the requisite number of shares shall be present
or represented. At any such adjourned meeting at which a quorum may be
present, any business may be transacted which might have been transacted at the
• meeting as originally called.
4. Vote - Voting upon all questions at all meetings of the stockholders shall
be by shares of stock and not per capital. At each meeting of the stockholders,
every stockholder shall be entitled to vote in person or by proxy, for each share of
stock held by him which has voting power upon the matter in questions. The
votes for the election of directors, and, except upon demand by any stockholder,
the votes upon any question before the meeting, except with respect to procedural
questions determined by the chairman of the meeting, shall be by viva voce or
show of hands.
5. Annual MQfib~e1lIe a1uffiatiltGin~to~16'ea ihal..l'lebatd 015
the fourth Thursday of June of each year, at the main office of the Corporation or
such other place in Metro Manila as may be designated in the notice. If the date
of the annual meeting falls on a legal holiday, the annual meeting shall be held on
the next succeeding business day which is not a legal holiday, at such hour as may
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The Board of Directors may, by
the annual meeting to another date.
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Except as otherwise provided by law, written or printed notice of all
annual meetings of stockl;tglders, stating the place and time of the meeting and, if
. necessary, the general nature of the business to be considered, shall be transmitted
by personal delivery, mail, telegraph, facsimile or cable to each stockholder of
record entitled to vote thereat at his address last known to the Secretary of the
Corporation, at least twenty (20) days before the date of the meeting. Except
where expressly required by law, no publication of any notice of annual meeting
of stockholders shall be required. If any stockholder shall, in person or by proxy,
or by telegraph, cable or facsimile, waive notice of any meeting, whether before
or after the holding of such meeting notice thereof need not be given to him. The
requirement for notice to the meeting shall be deemed waived if the stockholder,
in person or by proxy, shall be present thereat. Notice of any adjourned meeting
of the stockholders shall not be given, except when expressly required by law.
6.
Special Meeting - Special meetings of stockholders may be called
by the (i) Chairman of the Board, or (li) the President of the Corporation, at their
discretion, or (iii) upon request in writing addressed to the Chainnan of the Board,
signed by a majority of the members oftbe Board of Directors. or (iv) by two or
more stockholders registered as the owners of at least thirty percent (30%) of the
total shares of stock issued and outstanding which are entitled to vote.
Whenever stockholders are required or permitted to take any action at a
meeting, a written notice of the meeting shall be given which shall state the place,
date and time of the meeting, the purpose and purposes for which said meeting is
called. The notice shall be given not less than twenty (20) days before the date of
the meeting to each stockholder entitled to vote at such meeting. Notices shall be
sent by the Secretary by personal delivery, facsimile, telegraph, cable or by
mailing the notice to each stockholder of record at his last known address or by
publishing the notice in a newspaper of national circulation at least twenty (20)
days prior to the te qf .!be* meqti",
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given when depoM&tt~the M
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direcftd
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·stockholder of record at his last known postal address. Only matters stated in the
• notice can be the subject of motion or discussions at the meeting. Such notice
shaU be deemed waived is such shareholder is present at the special meeting, in
person or by proXY... Notice of special meetings lIl3Y be waived in writing b..i: an'y. ' ,-, -.
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snarenOioer, in person or by proxy, before or after··
' . Notice of any
adjourned meeting of the stockholders shall ,Jl.o~~:~' ' " . ' given, except
when expressly required by law.
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7. :Minutes - Minutes of all meetinsSt~f(the
carefully preserved as a record of the bl(l~~sS tr
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ers sh':
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minutes shall contain such entries as may b¢tf ". u~~ . ) , H
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Order of business at the annual meetin~
)l~····~?a§~.,
meetings ofthe stockholders, shall be as follow's<'t: ;~'~M£
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",~ ...~ ..".••.,......:•••:.. ~ ..,..",.. ~,." .• r
1.
2.
3.
4.
5.
6.
7.
8.
Roll Call.
Secretary's proof ofdue notice ofthe meeting.
Unapproved minutes - reading and disposal of the same.
Reports of officers, annual or otherwise.
Election ofDirectors.
Unfinished business.
New Business.
Adjournment.
8. Fixing date for determination of stockholders of record - For purposes of
'determining the stockholders entitled to notice of, or to vote or be voted at any
meeting of stockholders or any adjournments thereof, or entitled to receive
payment of any dividends or other distribution or allotment of any rights, or for
the purpose of any other lawful action, or for making any other proper
determination of stockholders, the Board of Directors may provide that the stock
and transfer books be closed for a stated period, which shall not b<;: more than
sixty (60) days nor less than thirty (30) days before the date of 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 for any such determination of stockholders. A
determination of stockholders of record entitled to notice of or to vote or be voted
at a meeting of stockholders shall apply to any adjournment of the meeting:
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.
ARTICLE VIII
SEAL
The seal
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CEBUAIR120
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Thes~ By-La~s. may be amended.; f~~eaI~d'\l!~it0f~o
repr~ttng a maJonty of the outs~andi~ltal t
Y' pta~o :
10wning or
: the Board
of Directors at any regular meeting. ~
NlY,~
~~~.,,:, ed for the
purpose; or shareholders representing at I '- ''='t
>i!~'
; ding capital
stock may delegate to the Board of Directo , "
'Or repeal these
by-1aws or adopt new by-laws, provided, ho'. ' . '
wer delegated to
the Board of Directors, to amend or repeal these BY:'LaWf'or adopt new By-Laws
shall be considered as revoked whenever stockholders representing majority of
the outstanding capital stock of the Corporation shall so vote at a regular or
special meeting called for the purpose.
", ..
IN WITNESS WHEREOF; We, the undersigned stockholders representing
or owning more'than twO"thirds'ofthe--subserlbed capital stock and the majority of
the members of the BoimH>f D:irecfors aftIle Corp6iatton~pt~selltat said meeting
held
February 21; '2o.0?,and vp~g'th~re3t ild'avo£,or,tlte,a(loptlOJi of said by­
laws, .have' hereunto subscrilJea" our' nLries and with the President,,9f lhe meeting
and the Secretary ofthe same, do likewise with out-signature attest. '
on
C~AmB9LDINGS, INC.
Sto'
By:
' :i"
der
President
ONGWEI, m.
J,
~.,(y
RICARDO J. ROMULO
Director._,
Time; 9:
:28 AM
_
k':i"JiklC 11;: : ,~E PHILIPPINES
. SECURITiES ANO E;(GHANGE COMMISSl9N
E~':':;A MAIJDAlUYONG, MET~O MAN!,bA
.
tD -('L
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I HEREBY CERTIFY HlAT THE FORE60lN6 IS A nWE
AND CORRECT MACHINE REPRilOUCTIOH OF THE OFFICIAL FILE (S)
THEREDF IN THE CUSTODY F THIS COMMISSION CONSISTING
OF
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eOOU. 1Mi' \ ~.
I=EE~ ~ {CDl
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UNDE~/
VERIHEO BV:
PAID
o. q. N{l._u..D~ltU-:_. fJA,n:IJ __~J7)-lr2fJ~
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~ASstSTAN
ECTOR
CENTRAL RECEIVING AND RECORDS DtVlSION
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