BY –LAWS

OF

_____________________________________________
(Proposed Name)

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 certificates for fully
paid stock subscription in his name in the books of the corporation. The certificates shall
contain the matters required by law and the Articles of Incorporation. They shall be in such
form and design as may be determined by the Board of Directors and numbered
consecutively. The certificate shall be signed by the President, countersigned by the Secretary
or Assistant Secretary, and sealed with the corporate seal.

Section 3.Transfer of Shares- Subject to the restrictions, terms and conditions contained in
the Articles of Incorporation, shares may be transferred, sold, assigned or pledged by delivery
of the certificates duly indorsed by the stockholder, his attorney-in-fact, or other legally
authorized person. The transfer shall be valid and binding on the Corporation only upon
record thereof in the books of the Corporation. The Secretary shall cancel the stock
certificates and issue new certificates to the transferee.

No share of stock against which the Corporation holds unpaid claim shall be
transferrable 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, 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.

Section 5. Right of First Refusal - The sale of share of stock of the existing stockholders
shall be offered first to the Board of Directors on which shares shall be treated as treasury
shares. If the Board declines, the same shall be offered to existing stockholders. It is only
when both the Board of Directors and existing stockholders refuse to purchase the shares
that the same may be offered to third parties.

ARTICLE II
 MEETINGS OF STOCKHOLDERS

Section 1.Annual/ Regular Meetings- The annual/regular meetings of the stockholders shall
be held at the principal office on __________________________, if legal holiday, then on
the day following.

Section 2. Special Meetings- The special meetings of stockholders, for any purpose or
purposes, may at any time be called by any of the following: (a) Board of Directors, at its
own instance, or at the written request of stockholders representing a majority of the
outstanding capital stock,
(b) President.

Section 3. Place of Meeting- Stockholders meetings, whether regular or special, shall be held
in the principal office of the corporation or at any place designated by the Board of Directors
in the city or municipality where the principal office of the corporation is located.

Section 4. Notice of Meeting- Notices for regular or special meetings of stockholders may be
sent by the Secretary by personal delivery or by mail at least two (2) weeks prior to the date
of the meeting to each stockholder of record at his last known address. The notice shall state
the place, date and hour of the meeting, and the purpose or purposes for which the meeting is
called.

When the meeting of stockholders is adjourned to another time or place, it shall not be
necessary to give any notice of the adjourned meeting if the time and place to which the
meeting is adjourned are announced at the 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 act as Secretary of every meeting, 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 of books be closed for the (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 and 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 of to any officer or agent and to appoint any person
to be agent of the corporation with such powers and upon such terms as may be
deemed fit;

h.) To implement these by-laws and to act on any matter not covered by these by-
laws provided such matter does not require the approval or consent of the
stockholders under the Corporation Code.

Section 2.Election and Term- The Board 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 for by the 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 act as Secretary of every meeting, if not present, the Chairman of
the meeting, shall appoint a secretary of the meeting

Section 8. Compensation– By- resolution of the Board, each director shall receive a
reasonable per diem allowance for his attendance at each meeting of the Board. As
compensation, the Board shall receive and allocate an amount 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 stockholder.

Section 9. Interlocking Director – Any member of the Board shall not be a Director of other
corporation of the same industry and same level of operation with the Corporation unless
otherwise approved by a unanimous vote of the Board.

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) 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 budget 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 3. 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 4. The Secretary- The Secretary must be a resident and a citizen of the Philippines.
He shall have the following specific powers and duties:

a.) To record the minutes and transactions of all meetings of the directors and the
stockholders and to maintain minute books of such meetings in the form and
manner required by law;

b.) To keep record books showing the details required by law with respect to the
stock certificates of the corporation, including ledgers and transfer books showing
all shares of the corporation subscribed, issued and transferred;
 c.) To keep the corporate seal and affix it to all papers and documents requiring a
seal, and to attest by his signature all corporate documents requiring 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 an 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 notes, 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 5. The Treasurer- The Treasurer of the corporation shall have the following duties:

a.) To keep full and accurate accounts of receipts and disbursements in the books of
the corporation;
b.) To have the custody of, and be responsible for, all the funds, securities and bonds
of the corporation;

c.) To deposit in the name and to the credit of the corporation, in such bank as may be
designated from time to time by the Board of Directors, all the moneys, funds,
securities, bonds, and similar valuable effects belonging to the corporation which
may come under his control;

d.) To render an annual statement showing the financial condition of the corporation
and such other financial reports as the Board of Directors, or the President may,
from time to time require;

e.) To prepare such financial reports, statements, certifications, and other documents
which may, from time to time, be required by government rules and regulations
and to submit the same to the proper government agencies;
f.) To exercise such powers and perform such duties and functions as may be
assigned to him by the president.

Section 6. 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 7. Vacancies- If any position of the officers becomes vacant by reason of death,
resignation, disqualification or for any other cause, the Board of Directors, by majority vote
may elect a successor who shall hold office for the unexpired term.
Section 8. Compensation- The officers shall receive such remuneration as the Board of
Directors may determine. A director shall not be precluded from serving the corporation in
any other capacity as an officer, agent or otherwise and receiving compensation therefore.

ARTICLE V

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

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 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 VIII

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 the 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.
IN WITNESS WHEREOF, we, the undersigned stockholders have adopted the foregoing
by-laws and hereunto affixed our signatures this _____ of ________________ at
__________________.

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__________________________
The Securities and Exchange Commission
SEC Bldg., EDSA, Greenhills
Mandaluyong City, Metro Manila

Sir/Madam,

This is to confirm that all corrections in the Articles of Incorporation of

______________________________ were made prior to notarization with the full
knowledge and consent of all the incorporators.

I, the undersigned incorporator, hereby undertake full responsibility for corrections

made, particularly on_______________________________________________________.

Very truly yours,

____________________
____________________
____________________

SUBSCRIBED AND SWORN to before me this _____ day of _____________ at

________________, Philippines, affiant exhibiting to me his/her Tax Identification Number
_________________

Doc. No. _________;

Page No. _________;
Book No. _________;
Series of ____.
 (Letter Head)
(Branch)

________________________________
Date

The Securities and Exchange Commission

EDSA, Greenhills, Mandaluyong City
Metro Manila

Greetings:

This is to certify that there is on deposit with this bank the sum of
_______________________________________ (P _________________________) under
Savings/Current Account No. ________________________________________ in the name
of _______________________________________, Treasurer-in-Trust for
____________________________ which in the process of incorporation.

The said deposit is clear and free from lien, restriction, condition or holdout and may
be withdrawn in behalf of said company upon presentation of proof of due incorporation
thereof.

____________________________________
(Name of bank officer and designation)

REPUBLIC OF THE PHILIPPINES)

_____________________________) S.S.

SUBSCRIBED AND SWORN to before me this ____ day of ___________________,

20____, affiant exhibiting to me his/her Community Certificate No. ____________________
issued at _______________________________________ on _________________________.

NOTARY PUBLIC

Doc. No. ___________;

Page No. ___________;
Book No. ___________;
Series of ____________.