ARTICLES OF INCORPORATION

OF
_________________________

KNOW ALL MEN BY THESE PRESENTS:

The undersigned incorporators, all of legal age and majority of whom are
residents of the Philippines, have this day voluntarily agreed to form a stock corporation
under the laws of the Republic of the Philippines.

THAT WE HEREBY CERTIFY:

FIRST: The name of this corporation shall be:

_____________________________________________

SECOND:

A. PRIMARY PURPOSE

To conduct an carry on the business of quarrying of gravel, sand and aggregates,

and the mining of other non-metallic resources; to own, establish, promote and operate
such business undertakings in connection with the foregoing undertakings in
connection with the foregoing purpose, or otherwise to invest in, participate, or enter
into any lawful arrangement with any person or entity, for the operation, development
of any business enterprise in connection therewith.

B. That the corporation shall have all the express powers of a corporation as
provided for under Secion 36 of the Corporation Code of the Philippines.

THIRD: That the place where the principal office of the corporation is to be established
is at ______________________, Laoag City, Ilocos Norte, Philippines.

FOURTH: That the term for which the corporation is to exist is FIFTY (50) years
from and after the date of issuance of the certificate of incorporation.

FIFTH: That the names, nationalities, and residences of the incorporators are as
follows:

Name Nationality Residence

(Complete Address)
SIXTH: That the number of directors of said corporation shall be _______ ( )
and that the names, nationalities and residences of the first directors who are to serve
until their successors are elected and qualified as provided by the by-laws are as follows:

Name Nationality Residence

(Complete Address)

SEVENTH: That the authorized capital stock of the corporation is

___________________________ (P ) pesos in lawful money
of the Philippines, divided into ___________________________
(P ) shares with the pas value of _________________
(P ) peros per share.

EIGHTH: That at least 25% of the authorized capital stock has been subscribed and
at least 25% of the total subscription has been paid as follows:

Name Nationality No. of Shares Amount Amount Paid

Subscribed Subscribed

Total
NINTH: No transfer of stock or interest which would reduce the stock ownership
of Filipino citizens to less than the required percentage of the capital stock as provided
by the existing laws shall be allowed or permitted to be recorded in the proper books of
corporation and this restriction shall be indicated in the stocks certificates issued by the
corporation.

TENTH: That ____________________________________________ has

been elected by the subscribers as treasurer of the corporation to act as such until
his/her successor is duly elected and qualified in accordance with the by-laws; and that
as such Treasurer, he/she has been authorized to receive for and in the name and for the
benefit of the corporation, all subscriptions paid by the subscribers.

ELEVENTH: That the corporation manifests its willingness to change its corporate
name in the event another person, firm or entity has acquired a prior right to use the
said name or one deceptively or confusingly similar to it.

In Witness whereof, we have set our hands this ________ day of __________,
20__ at ____________________.

_________________ _________________ _________________

_________________ _________________ _________________

_________________ _________________ _________________

_________________ _________________ _________________

_________________ _________________ _________________

WITNESSES:

_____________________ _____________________

(All incorporators appearing on the fifth article and the two witnesses should affix their
signatures on the blanks provided in this page above their respective names.)
 ACKNOWLEDGEMENT

Republic of the Philippines)

S.S
__________________)

BEFORE ME, a Notary Public in and for _________________ Philippines,

this _______ day of _______________, 20_______ personally appeared:

Name Nationality Residence

(Complete Address)

All known to me and to me known to be the same persons who executed the foregoing
Articles of Incorporation and they acknowledged to me that the same is their free and
voluntary act and deed.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my

notarial seal on the date and at the place of first above written.

NOTARY PUBLIC
Until December 31, 20___

Doc. No.______;
Page No.______;
Book No. 309;
Series of 2019.
 IN WITNESS WHEREOF, we, the undersigned stockholders have adopted the
foregoing by-laws and hereunto affixed our signatures this _________ day of
____________________, 20_____ at ___________________.

(Note: 1. If filed with Articles of Incorporation, these by-laws should be signed by all
incorporators:
2. If filed after incorporation, should be signed by majority of the subscribers
and should submit director’s certificate for the adoption of the by-laws.)

______________________________ ______________________________

______________________________ ______________________________

______________________________ ______________________________

______________________________ ______________________________

______________________________ ______________________________

______________________________ ______________________________

______________________________ ______________________________

__________________________________
 BY – LAWS

OF

_________________________________________
(Name of Corporation)

ARTICLE I

SUBSCRIPTION, ISSUANCE 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 certificate 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 Section 73 of the Corporation Code.

ARTICLE II

MEETING OF STOCKHOLDERS

Section 1. Annual/Regular Meetings – The annual/regular meetings of stockholders

shall be held at the principal office on ______________________ of each year, if
legal holiday, then on the day following.
Section 2. Special Meeting – The special meeting 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 id adjourned to another time or place, it shall

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

Section 5. Quorum – Unless otherwise provided by law, in all regular or special

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 acts 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.
 ARTICLE III

BOARD OF DIRECTORS

Section 1. Powers of the Board – Unless otherwise provided by law, the corporate
powers of the corporation shall be exercised, all business conducted and all property of
the corporation controlled and held by the Board of Directors to be elected by and from
among the stockholders. Without prejudice to such 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
corporation’s business and affairs;

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;

f.) 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 during
each regular meeting of stockholders and shall hold office for one
(1) year and until their successors are 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, may
be 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 unexpired 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 acts 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.
 ARTICLE IV

OFFICER

Section 1. Election/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 and control;

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 are entrusted to him by the Board of
Directors.
Section 4. The Vice-President – He shall, if qualified, act as President in the
absence of the latter. He shall have such other powers and 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 and all corporate documents requiring the
same;

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 stocks
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 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 officer becomes vacant by reason

of death, resignation, disqualification or for any other cause, the Board of
Directors, by majority vote may elect a successor who shall hold office for the
unexpired term.

Section 9. Compensation – The officers shall receive such remuneration as the

Board of Directors 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.

ARTICLE V

OFFICES

Section 1. The principal office of the corporation shall be located at the place
stated in Article III of the Articles of Incorporation. The corporation may have
such other branchy offices, either within or outside the Philippines as the
Board of Directors may designate.

ARTICLE VI

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 and report on the earnings and expenses
of the corporation.

Section 2. Fiscal Year – The fiscal year of the corporation shall begin on the
first day of January and end on the last day of December of each year.

Section 3. Dividends – Dividends shall be declared and paid out of the

unrestricted retained earnings which shall be payable in cash, property, or
stock to all stockholders on the basis of outstanding stock held by them, as
often and at such times as the Board of Directors may determine and in
accordance with law.

ARTICLE VII

SEAL

Section 1. Form and Inscriptions – The corporate seal shall be determined by the
Board of Directors.

ARTICLE VII

AMENDMENTS

Section 1. 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 meeting.
 TREASURER’S AFFIDAVIT

REPUBLIC OF THE PHILIPPINES )

CITY/MUNICIPALITY OF __________) S.S
PROVINCE OF __________________)

I, ____________________________________ being duly

sworn, depose and say:
That I have been elected by the subscribers of the corporation as
Treasurer thereof. To act as such until my successor has been duly elected and
qualified in accordance with the by-laws of the corporation, and that as such
Treasurer. I hereby certify under oath that at least 25% of the authorized
capital stock of the corporation has been subscribed and at least 25% of the
subscription has been paid, and received by me in cash property for the benefit
and credit of the corporation.

This is also to authorize the Securities and Exchange Commission and

Bangko Sentral ng Pilipinas to examine and verify the deposit in the
____________________________ ______________________ in
my name as treasurer in trust for the __________________________ in
the amount of ________________________________
(P__________________________) representing the paid-up capital of
the said corporation which is in the process of incorporation. This authority is
valid and inspection of said deposit may be made even after the issuance of the
Certificate of Incorporation to the corporation. Should the deposit be
transferred to another bank prior to or after incorporation, this will also serve
as authority to verify and examine the same. The representative of the
Securities and Exchange Commission is also authorized to examine the
pertinent books and records of accounts of the corporation as well as all
supporting papers to determine the utilization and disbursement of the said
paid-up capital.

In case the said paid-up capital is not deposited or withdrawn prior to

the approval of the articles of incorporation, I, in behalf of the above named
corporation, waive our right to a notice and hearing in the revocation of our
Certificate of Incorporation.

__________________________
TREASURER