Directors Certificate

DIRECTOR’S CERTIFICATE

We, the undersigned majority members of the Board of Directors and the Secretary, do hereby certify that the Articles of Incorporation and By-Laws of __Name of Corporation__, INC. was amended by an affirmative vote of the stockholders owning or representing at least two-thirds (2/3) of the outstanding capital stock at a meeting held for that purpose at the principal office of the corporation on _____________.

The amendments to the Articles of Incorporation and By-Laws was likewise approved by majority of the directors at a meeting held at the principal office of the corporation on _____________.

(SIGNATURES OF DIRECTORS)

COUNTERSIGNED:

Corporate Secretary

(JURAT)

Certificate of Amendment of Articles of Incorporation

CERTIFICATE OF AMENDMENT OF THE ARTICLES OF INCORPORATION AND BY-LAWS INCREASING THE AUTHORIZED CAPITAL STOCK

OF

____________________, INC.

KNOW ALL MEN BY THESE PRESENTS:

That we the undersigned, the Chairman and the Secretary of the stockholders’ meeting and the majority members of the Board of Directors of __________________________, INC., a corporation organized and existing under and by virtue of the laws of the Philippines with principal office at _____________, Philippines, do hereby CERTIFY:

1.That at the meeting of the stockholders of the said corporation held in accordance with Section 38 of the Corporation Code, B.P. Blg. 68, at its principal office on _____________ at which meeting stockholders representing at least two-thirds (2/3) of the outstanding capital stock were present in person or by proxy, the stockholders present by unanimous vote approved the increase of the corporation’s authorized capital stock from __________________________ (P_____________) divided into __________________________ (_____________) shares with a par value of _____________ (P_________) per share to __________________________ (P_____________) divided into __________________________ (_____________) shares with a par value of _____________ (P_________) per share;

2.That the aforesaid increase in the authorized capital stock was likewise approved by at least majority of the directors at a meeting held on _____________ at the principal office of the corporation;

3. That of the increase of capital stock of __________________________ (P_____________) – common shares, the amount of __________________________ (P_____________) worth of shares has been actually subscribed by the following subscribers and of the said subscription, the amount of __________________________ (P_____________) has been actually paid as follows:

Name of Subscribed No. of Shares Amount Subscribed Amount Paid-up

4.That the actual indebtedness of the corporation as of date of stockholders’ meeting amount to __________________________ (P-_____________);

5.That no bonded indebtedness has been incurred, created or increased as of date of stockholders’ meeting.

IN WITNESS WHEREOF, we have hereunto set our hands this _____________ at _____________, Philippines.

(SIGNATURES OF STOCKHOLDERS)

COUNTERSIGNED:

(Chairman at the Stockholders’ Meeting)

(Secretary at the Stockholders’ Meeting)

(JURAT)

Special Power of Attorney for Incorporation and Operation of Corporation

SPECIAL POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

I, _____________, Filipino, of legal age, (single / married / widow), and a resident of _____________, Philippines, do hereby appoint, name and constitute _____________, who is also of legal age, Filipino, and a resident of _____________, Philippines, to be my true and lawful attorney-in-fact for me and in my name, place and stead, to sign all the necessary documents, for and in my behalf, for purposes of and in connection with the incorporation and operation of __Name of Corporation__, an entity which is in the process of incorporation with principal office at _____________, Philippines, and to exercise any and all acts of ownership in connection with my stockholdings in said corporation, or in connection with any transaction with or involving the said corporation, with full powers and authority to perform acts such as but not limited to the sale, transfer, mortgage, assignment or conveyance of my stockholdings to any party, under such terms and conditions or for such price or in such amount as my said attorney-in-fact may deem fit; to waive for and in my behalf any rights or interests attendant to my stockholdings (e.g. pre-emptive rights, etc.); to waive, condone, set-off, assign any and all liability of the corporation to me or any of my claims against the corporation; to convert or exchange said liabilities/claims for shares/equity/other property and/or to subscribe to additional stocks in such amounts and under such terms as he may deem fit; to act as my proxy; to attend and represent me in any corporate meetings, whether special or regular, and to vote for and in my behalf any and all shares registered in my name as fully to all intents and purposes as I may lawfully do if present and acting in person, and to do such other acts necessary or incidental or as a consequence of my being a stockholder of the corporation.

HEREBY GIVING AND GRANTING unto my said attorney full power and authority to make, sign, seal, execute and deliver contracts, documents, agreements and other writings of whatever nature or kind, with any and all third persons, concerns, government agencies or entities upon terms and conditions acceptable to the said attorney-in-fact and execute such other documents as may be necessary for the implementation and furtherance of such power and authority as provided herein and to do and perform all and every act requisite or necessary to carry into effect the foregoing authorities as fully to all intents and purposes as I might or could lawfully do if personally present, with full power of substitution and revocation, and hereby ratifying and confirming all that my said attorney or his substitutes shall lawfully do, have done or cause to be done by virtue hereof.

IN WITNESS WHEREOF, I have hereunto affixed my signature this _____________ at _____________, Philippines.

PRINCIPAL

Accepted by:

Attorney-in-Fact

SIGNED IN THE PRESENCE OF:

_________________ _________________

(ACKNOWLEDGMENT)

By Laws Stock Corporation

BY-LAWS

OF

_____________________, Inc.

ARTICLE I

SUBSCRIPTION, ISSUANCE AND TRANSFER OF SHARES

Section 1. Subscriptions – Subscribers to the capital stock of the corporation shall pay to the corporation the subscription value or price 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 – Each stockholder shall be entitled to one or more certificates for such 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 certificates, which must be issued in consecutive order, shall bear the signature of the President, mutually 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, ceded, assigned or pledged by delivery of the certificates duly endorsed 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, cancellation of the certificate surrendered to the Secretary, and issuance of a new certificate to the transferee.

No shares 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 “Canceled”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 certificate for the capital stock of the corporation 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

MEETINGS OF STOCKHOLDERS

Section 1. Regular Meetings – The regular meetings of stockholders, for the purpose of electing directors and for the transaction of such business as may properly come before the meeting, shall be held at the principal office on the _____________ of each year, if a legal holiday, then on the following day.

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

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

Section 4. Notice of Meeting – Notices for regular or special meetings of stockholders may be sent by the Secretary by personal delivery or by mail at least two (2) weeks prior to the date of the meeting to each stockholder of record at his last known post office address or by publication in a newspaper of general circulation. The notice shall state the place, date and hour of the meeting, and the purpose or purposes for which the meeting is called. In case of special meetings, only matters stated in the notice can be subject of motions or deliberations at such meeting.

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 Chairman of the Board, or in his absence, the President, or if none of the foregoing is in office and present and acting, 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. The chairman of the meeting may adjourn the meeting from time to time, without notice other than announced at the meeting.

Section 7. Manner of Voting – At all meetings of stockholders, a stockholder may vote in person or by proxy executed in writing by the stockholder or his duly authorized attorney-in-fact. 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. Such 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 of 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, or of making a determination of stockholders for any proper purpose, the Board of Directors may provide that the stock and transfer books be closed for a stated period, but not to exceed, in any case, twenty (20) days. If the stock and transfer books be closed for the purpose of determining stockholders entitled to notice of, or to vote at, a meeting of stockholders, such books shall be closed for at least ten (10) working days immediately preceding 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 which shall in no case be more than twenty (20) days prior to the date on which the particular action requiring such determination of stockholders is to be taken, except in instance where applicable rules and regulations provided otherwise.

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 general powers and such other powers as may be granted by law, the Board of Directors shall have the following express 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 in any lawful manner, for and in the name of the corporation, any and all properties, rights, interest or privileges, including securities and bonds of other corporations, as the transaction of the business of the corporation may reasonably or necessarily require, 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 another corporation or business or for any other purposes other than those for which the corporation was organized, whenever in the judgment of the Board of Directors the interests of the corporation would thereby be promoted, subject to such stockholders’ approval as may be required by law;

d) To incur such indebtedness as the Board may deem necessary and, for such purpose, to make and issue evidence of such indebtedness including, without limitation, notes, deeds of trust, instruments, 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 and rights of the corporation; provided that the borrowing shall be sourced from not more than nineteen (19) lenders;

e) To guarantee and secure payment of, for and in behalf of the obligations of other corporations or entities in which it has lawful interest;

f) To make provisions for the discharge of the obligations of the corporation as they mature, including payment for any property, or in stocks, bonds, debentures, or other securities of the corporation lawfully issued for the purpose;

g) To sell, lease, exchange, assign, transfer or otherwise dispose of any property, real or personal, belonging to the corporation whenever in the Board’s judgment, the corporation’s interest would thereby be promoted;

h) To establish pension, retirement, bonus, profit- sharing, or other types of incentives or compensation plans for the employees, including officers and directors of the corporation and to determine the persons to participate in any such plans and the amount of their respective participation;

i) To prosecute, maintain, defend, compromise or abandon any lawsuit in which the corporation or its officers are either plaintiffs or defendants in connection with the business of the corporation, and likewise, to grant installments for the payments or settlement of whatsoever debts are payable to the corporation;

j) 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 or businesses of the corporation to any standing or special committee or to any officer or agent and to appoint any persons to be agents of the corporation with such powers (including the power to sub-delegate), and upon such terms, as may be deemed fit;

k) 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 any existing law, rules or regulation.

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.

Any directorship to be filled by reason of an increase in the number of directors shall be filled only by an election at a regular or at a special meeting of stockholders duly called for the purpose, or in the same meeting authorizing the increase of directors if so stated in the notice of the meeting.

The vacancy resulting from the removal of a director by the stockholders in the manner provided by law may be filed 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 this by-laws.

Section 4. Meetings – Regular meetings of the Board of Directors shall be held once every quarter of the year on such dates and at such times and places as the Chairman of the Board, or in his absence, the President, or upon the request of a majority of the directors and shall be held at such places as may be designated in the notice.

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, telex, telegram, facsimile or by written or oral 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, the President or if none of the foregoing is in office and present and a?ting, by any other director chosen by the Board. The Secre4ary 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 the 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

OFFICERS

Section 1. Election/Appointment – Immediately after their election, the Board of Directors shall formally organize by electing the Chairman, the President, one or more 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. Chairman of the Board – The Chairman of the Board of Directors shall preside at the meetings of the directors and the stockholders. He shall also exercise such powers and perform such duties as the Board of Directors may assign to him.

Section 3. President – The President, who shall be a director, shall be the Chief Executive Officer of the corporation and shall also have administration and direction of the day-to-day business affairs of the corporation. He shall exercise the following functions:

a) To preside at the meetings of the Board of Directors and of the stockholders in the absence of the Chairman of the Board of Directors;

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 have general supervision and management of the business affairs and property of the corporation;

d) To ensure that the administrative and operational policies of the corporation are carried out under his supervision and control;

e) Subject to guidelines prescribed by law, 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 statement of accounts of the corporation;

g) To prepare such statements and reports of the corporation as may be required of him by law;

h) To represent the corporation at all functions and proceedings;

i) 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, except as otherwise directed by the Board of Directors;

j) To make reports to the Board of Directors and stockholders;

k) To sign certificates of stock;

l) To perform such other duties as are incident to his office or are entrusted to him by the Board of Directors;

The President may assign the exercise or performance of any of the foregoing powers, duties and functions to any other officer(s), subject always to his supervision and control.

Section 4. The Vice-President(s) – If one or more Vice- Presidents are appointed, he/they shall have such powers and shall perform such duties as may from time to time be assigned to him/them 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 be the custodian of and shall maintain the corporate books and record and shall be the recorder of the corporation’s formal actions and transactions. He shall have the following specific powers and duties:

a) To record or see to the proper recording of 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 or cause to be kept 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 the inspector of the election of directors and, as such, to determine the number of shares of stock outstanding and entitled to vote, the shares of stock represented at the meeting, the evidence of a quorum, the validity and effect of proxies, and to receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote. The Secretary may assign the exercise or performance of any or all the foregoing duties, powers and functions to any other person or persons, subject always to his supervision and control;

g) To perform such other duties as incident to his office or as may be assigned to him by the Board of Directors or the President.

Section 6. Treasurer – The Treasurer of the corporation shall be its chief fiscal officer and the custodian of its funds, securities and property. The Treasurer shall have the following duties:

a) To keep full and accurate accounts of receipts and disbursements in the books of the corporation;

b) To have custody of, and be 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, the Chairman, 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 7. Term of Office – The term of office of all officers shall be for a period of one (1) year and until their successors are duly elected and qualified. Such officers may however be sooner removed for cause.

Section 8. Vacancies – If any position of the officers becomes vacant by reason of death, resignation, disqualification or for any other cause, the Board of Directors by majority vote may elect a successor who shall hold office for the unexpired term.

Section 9. Compensation – The by-laws officers shall receive such remuneration as the Board of Directors may determine. All other officers shall receive such remuneration as the Board of Directors may determine upon recommendation of the President. 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

OFFICE

Section 1. Office – 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 branch offices, either within or outside the Philippines, as the Board of Directors may designate or as the business of the corporation may, from time to time require.

ARTICLE VI

AUDIT OF BOOKS, FISCAL YEAR AND DIVIDENDS

Section 1. External Auditors – At the regular stockholders’ meeting, the external auditor or auditors of the corporation for the ensuing year shall be appointed. The external auditor or auditors shall examine, verify and report on the earnings and expenses of the corporation and shall certify the remuneration of the external auditor or auditors as determined by the Board of Directors.

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 and applicable rules and regulations.

ARTICLE VII

AMENDMENTS

Section 1. Amendments – This 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 the 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 the stockholders representing a majority of the outstanding capital stock at a regular or special meeting.

ARTICLE VIII

SEAL

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

ARTICLE IX

ADOPTION CLAUSE

The foregoing by-laws was adopted by all the stockholders of the corporation on _____________ at the principal office of the corporation.

IN WITNESS WHEREOF, we, the undersigned incorporators present at said meeting and voting thereat in favor of the adoption of said by-laws, have hereunto subscribed our names this _____________ at _____________ City, Philippines.

(SIGNATURES OF ALL INCORPORATORS)

By Laws NonStock Corporation

BY LAWS

OF

____________________, INC.

Article 1

Meetings

Section 1. Annual Meetings- The Annual meetings of the members shall be held at the principal office of the association on the _____________ of each year.

Section 2. Monthly/Special Meetings – Monthly/Special meetings of the members shall be called every end of the month by the president of the association. During such meetings, the President shall render his monthly report to the members regarding the activities of the association.

Special meetings may be called as the need thereof arises, by the Board of Trustees or the President or upon petition of 1/3 of the general membership.

Section 3. Notices – Notices of the date, time and place of annual, monthly and special meetings of the members shall be given either personally or by special delivery mail, at least one week before the date set for such meeting. In urgent cases, the notice may be communicated at least two days before the meeting personally or by telephone, or by telegram, if contact is not possible. The notice of every special meeting shall state briefly the purpose or purposes of the meeting. No other business shall be considered at such meeting, except with the consent of all the members present thereat.

Section 4.Waiver of Notice – Notice of meeting may be waived verbally by any member attending it.

Section 5.Quorum- A quorum for any meeting of the members shall consist of a majority of the members and a majority of such quorum may decide any question at the meeting, except those matters where the Corporation Code requires the affirmative vote of a greater proportion.

Section 6.Order of Business – The order of business at the annual meeting of the members shall be as follows:

Proof of service of the required notice of the meeting, except when such notice is waived by the members constituting a quorum.

Proof of the presence of a quorum.

Reading and approval of the minutes of the previous annual meeting, except when such reading is dispensed with by a majority vote of those present.

Unfinished business.

Report of the President.

Election of the Trustees for the ensuing year.

Other matters.

The order of business at any meeting may be changed by a vote of a majority of the members present.

Section 7. Voting Proxy – Members shall be entitled to one vote, and they may vote either in person or by proxy, which shall be in writing and filed with the Secretary of the Association before the scheduled meeting.

ARTICLE II

Trustees

Section 1. Board of Trustees – The corporate powers of the association shall be exercised, its business conducted and its property controlled by the Board of Trustees.

Section 2.Qualifications – No members shall be eligible for election to the Board of Trustees unless he has the following qualifications:

He is not delinquent in the payment of his regular and monthly dues;

He always adheres to the rules and regulations imposed by the Association;

He regularly attends the meetings of the Association;

He actively participates in the projects and activities of the Association.

Section 3. Disqualification of Directors, Trustees or Officers – No member convicted by final judgment of an offense punishable by imprisonment for a period exceeding six (6) years, or a violation of this code, committed within five (5) years prior to the date of his election or appointment, shall qualify as a trustee or officer.

ARTICLE III

Officers

Section 1. Officers – The officers of the association shall be a President, a Vice-President, a Secretary, a Treasurer and an Auditor. They shall be elected by the Board of Trustees from among themselves. The Board may combine compatible offices in a single person.

Section 2. Term of Office of Officers – All officers of the association shall hold office for one year and until their successors are duly elected and qualified.

ARTICLE IV

Functions and Powers of Officers

Section 1.President – The President shall be the Chief Executive Officer of the association.In addition to duties as such, he shall preside in all meetings of the Board of Trustees and those of the members of the association./p>

He shall execute all resolutions and/or decisions of the Board of Trustees. He shall be charged with directing and overseeing the activities of the association. He shall appoint and have control over all employees of the association, review and approve expense vouchers. Together with the Secretary of the association, he shall present to the Board of Trustees and the members an annual budget and, from time to time as may be necessary, supplemental budgets. He shall submit to the Board as soon as possible after the close of each fiscal year, and to the members of each annual meeting, a complete report of the activities and operations of the association for the fiscal year under his term.

Section 2. Vice-President – The Vice President, if qualified, shall exercise all powers and perform all duties of the President during the absence or incapacity of the latter and shall perform duties that maybe assigned by the board of directors.

Section 3.Secretary – The Secretary shall give all the notices required by the by-laws and keep the minutes of all meeting of the members and of the Board of Trustees and of all meetings of all committees, in a book kept for the purpose.He shall keep the seal of the association and affix such seal to any paper or instrument requiring the same.He shall have custody of the correspondence files and all other papers that are to be kept by the Treasurer. He shall maintain the members’ register, have charged of the bulletin board at the principal office of the association. He shall also perform all such other duties and work as the Board of Trustees may from time to time assign to him.

Section 4. Treasurer – The Treasurer shall have charge of the funds, receipt and disbursements of the association.He shall keep all moneys and other valuables of the association in such bank or banks as the Board of Trustees may designate.He shall keep and have charge of the books of accounts which shall be open to inspection by any member of the Board of Trustees whenever required, an account of financial condition of the association and of all transactions made by him as Treasurer. He shall also perform such other duties and functions as may be assigned to him from time to time by the Board of Trustees.He shall post a bond in such amount as may be fixed by the Board of Trustees.

Section 5. Auditor – He shall examine financial records and audit money. He shall also perform other functions as may be provided for by the Board of Trustees.

ARTICLE V

Members

Section 1. Qualifications for Membership – The board shall determine the qualifications of an applicant for membership.

Section 2. Rights of Members – A member shall have the following rights:

To exercise the rights to vote on all matter relating to the affairs of the association;

To be eligible to any elective for appointive office of the association;

To participate in all deliberations/meetings of the association;

To avail of all the facilities of the association;

To examine all the records or books of the association during business hours.

Section 3. Duties and Responsibilities of the Members – A member shall have

the following duties and responsibilities;

To obey and comply with the by-laws, rules and regulations that may be promulgated by the association from time to time;

To attend all meetings that may be called by the Board of Trustees;

To pay membership dues and other assessments of the association.

ARTICLE VI

Suspension, Expulsion and Termination of Membership

Suspension, expulsion and termination of membership, shall be in accordance with the rules and regulations of the association.

Any member of the association may file charges against a member by filing a written complaint with the Secretary of the association.The Board of Trustees shall call a special meeting of the members to consider the charges.The affirmative vote of 1/3 of all the members of the association shall be necessary to suspend a member;Provided that where the penalty is expulsion, the affirmative vote of 2/3 of all the members shall be necessary to expel a member.

ARTICLE VII

Fund

Section 1.Funds – The funds of the association shall be derived from admission fees, annual dues and special assessments of members, gifts, donations or benefits.

Section 2.Fees and Dues – every member of the association shall, in addition to the membership fee, pay dues and/or assessments that may be imposed by the association from time to time.

Section 3. Disbursements – Withdrawal from the funds of the association, whether by check or any other instrument shall be signed by the Treasurer and countersigned by the President.If necessary, the Board of Trustees may designate other signatories.

Section 4. Fiscal Year – The fiscal year of the association shall be from January 1st to December 31st of each year.

ARTICLE VIII

Corporate Seal

Section 1. Form – The corporate seal of the association shall be in such form and design as may be determined by the Board.

ARTICLE IX

Amendments of the By-Laws

Section 1. Amendments – These by-laws, or any provision thereof, may be amended or repealed by a majority vote of the members and by a majority vote of the Trustees at any regular or special meeting duly held for the purpose.

Adopted this____________ in the City of _____________, Philippines, by the affirmative vote of the undersigned members representing a majority of the members of the association in a special meeting duly held for the purpose.

(SIGNATURES OF ALL MEMBERS)

Articles of Incorporation Merchandising Trading Company

ARTICLES OF INCORPORATION

OF

_________________ MERCHANDISING, INC.

Know All Men By These Presents:

That we, all of whom are of legal age and residents of the Philippines, Filipinos, have on this day, voluntarily associated ourselves together for the purpose of forming a stock corporation under the laws of the Republic of the Philippines:

AND WE DO HEREBY CERTIFY:

FIRST: That the name of the Corporation shall be __________________________ MERCHANDISING, INC.

SECOND: That the specific purposes for which said Corporation is formed are:

To engage in, conduct and carry on the business of buying, selling, distributing, marketing at wholesale or retail in so far as may be permitted by law all kinds of goods, commodities, wares and merchandise of every kind and description; to enter into all kinds of contracts for the export, import, purchase, acquisition, sale at wholesale or retail and other dispositions for its own account as principal or representative capacity as manufacturing representatives, merchandise broker, indentor, commission merchant, factors or agents upon consignment of all kinds of goods, wares, merchandise or product whether natural or artificial.

THIRD: That the place where the principal office of the corporation is to be established or located is at _____________, Philippines.

FOURTH: That the term for which the Corporation is to exist is _____________ (________) 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

SIXTH: That the number of directors of the Corporation shall be five (5) and that the names, nationalities and residence of the Directors of said Corporation who shall act as such until their successors are elected and have qualified as provided for in the by-laws are as follows:

Name Nationality Residence

SEVENTH: That the authorized capital stock of the Corporation is _____________ (P_____________) PESOS in lawful money of the Philippines, divided into __________________________ (_________) shares with the a par value of _____________ (P_________) PESOS per share.

EIGHT: That the authorized capital stock of the corporation has been fully subscribed representing the sum of __________________________ (P_______________) PESOS, Philippine Currency, and at least twenty (25%) per cent of the total subscription has been paid as follows:

Name No. of Shares Subscribed Amount Paid-In

NINTH: 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.

TENTH: That no transfer of stocks or interest therein which will reduce the ownership of Filipino citizens to less than the percentage of the capital stock required by law shall be allowed or permitted to be recorded in the Corporate Books and this restriction shall be indicated in all the stock certificates issued by the corporation.

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 firm name or one deceptively or confusingly similar to it.

IN WITNESS WHEREOF, we have hereunto affixed our signatures this _____________, at the City of _____________, Philippines.

(SIGNATURES OF ALL INCORPORATORS)

SIGNED IN THE PRESENCE OF:

_________________ ______________

(ACKNOWLEDGMENT)

Articles of Incorporation Realty Development Company

ARTICLES OF INCORPORATION

OF

______________________ REALTY, INC.

Know All Men By These Presents:

That we, all of whom are of legal age and residents of the Philippines, Filipinos, have on this day, voluntarily associated ourselves together for the purpose of forming a stock corporation under the laws of the Republic of the Philippines:

AND WE DO HEREBY CERTIFY:

FIRST: That the name of the Corporation shall be ____________________ REALTY, INC.

SECOND: That the specific purposes for which said Corporation is formed are:

To acquire by purchase, lease, or otherwise, lands or interest in lands and realty, and to own, hold, improve, develop, manage, and operate said land or lands or real estate so acquired, and to erect or cause to be erected on any lands, owned, held, occupied, or acquired by the corporation, buildings and other structures with their appurtenances, and to rebuild, enlarge, alter, improve, or remodel any building or other structures now or hereafter erected on any lands or real estates so owned, held or occupied, or otherwise dispose of any lands or real estate or interests in lands or real estates and in buildings and other structures at anytime owned or held by the corporation.

THIRD: That the place where the principal office of the corporation is to be established or located is at _____________, Philippines.

FOURTH: That the term for which the Corporation is to exist is _____________ (________) 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

SIXTH: That the number of directors of the Corporation shall be five (5) and that the names, nationalities and residence of the Directors of said Corporation who shall act as such until their successors are elected and have qualified as provided for in the by-laws are as follows:

Name Nationality Residence

SEVENTH: That the authorized capital stock of the Corporation is _____________ (P_____________) PESOS in lawful money of the Philippines, divided into ___________________ (_________) shares with the a par value of _____________ (P_________) PESOS per share.

EIGHT: That the authorized capital stock of the corporation has been fully subscribed representing the sum of __________________________ (P_______________) PESOS, Philippine Currency, and at least twenty (25%) per cent of the total subscription has been paid as follows:

Name No. of Shares Subscribed Amount Paid-In

NINTH: 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.

TENTH: That no transfer of stocks or interest therein which will reduce the ownership of Filipino citizens to less than the percentage of the capital stock required by law shall be allowed or permitted to be recorded in the Corporate Books and this restriction shall be indicated in all the stock certificates issued by the corporation.

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 firm name or one deceptively or confusingly similar to it.

IN WITNESS WHEREOF, we have hereunto affixed our signatures this _____________, at the City of _____________, Philippines.

(SIGNATURES OF ALL INCORPORATORS)

SIGNED IN THE PRESENCE OF:

_______________ ________________

(ACKNOWLEDGMENT)

Articles of Incorporation Publishing Company

ARTICLES OF INCORPORATION

OF

______________________ PUBLISHING

CORPORATION

Know All Men By These Presents:

That we, all of whom are of legal age and residents of the Philippines, Filipinos, have on this day, voluntarily associated ourselves together for the purpose of forming a stock corporation under the laws of the Republic of the Philippines:

AND WE DO HEREBY CERTIFY:

FIRST: That the name of the Corporation shall be ____________________ PUBLISHING CORPORATION.

SECOND: That the specific purposes for which said Corporation is formed are:

To carry on the business as proprietors and publishers of newspapers, journals, magazines, books and other literary works and undertakings; and also to carry on the business as printers, booksellers, bookbinders, paper and stationary makers, engravers, photographers, photographic printers, rishography, duplicators, electro-typers, lithographers, machinists, silkscreeners, or any other business or manufacture that may seem expedient and / or connected with the publishing business.

THIRD: That the place where the principal office of the corporation is to be established or located is at _____________, Philippines.

FOURTH: That the term for which the Corporation is to exist is _____________ (________) 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

SIXTH: That the number of directors of the Corporation shall be five (5) and that the names, nationalities and residence of the Directors of said Corporation who shall act as such until their successors are elected and have qualified as provided for in the by-laws are as follows:

Name Nationality Residence

SEVENTH: That the authorized capital stock of the Corporation is _____________ (P_____________) PESOS in lawful money of the Philippines, divided into __________________________ (_________) shares with the a par value of _____________ (P_________) PESOS per share.

EIGHT: That the authorized capital stock of the corporation has been fully subscribed representing the sum of ______________________(P_______________) PESOS, Philippine Currency, and at least twenty (25%) per cent of the total subscription has been paid as follows:

Name No. of Shares Subscribed Amount Paid-In

NINTH: 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.

TENTH: That no transfer of stocks or interest therein which will reduce the ownership of Filipino citizens to less than the percentage of the capital stock required by law shall be allowed or permitted to be recorded in the Corporate Books and this restriction shall be indicated in all the stock certificates issued by the corporation.

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 firm name or one deceptively or confusingly similar to it.

IN WITNESS WHEREOF, we have hereunto affixed our signatures this _____________, at the City of _____________, Philippines.

(SIGNATURES OF ALL INCORPORATORS)

SIGNED IN THE PRESENCE OF:

_________________ _________________

(ACKNOWLEDGMENT)

Articles of Incorporation Immigration Assistance and Recruitment Agency

ARTICLES OF INCORPORATION

OF

__________________ ENTERPRISES, INC.

Know All Men By These Presents:

That we, all of whom are of legal age and residents of the Philippines, Filipinos, have on this day, voluntarily associated ourselves together f or the purpose of forming a stock corporation under the laws of the Republic of the Philippines:

AND WE DO HEREBY CERTIFY

FIRST: That the name of the Corporation shall be ____________________ ENTERPRISES, INC.

SECOND: That the specific

purposes for which said Corporation is formed are:

To engage in the business of assisting independent immigrant clients in the process of application for permanent residence and in the process of obtaining temporary work visas for Canada, directly or as a broker, and to engage in the recruitment and deployment of workers for Canada, after securing the necessary government permits and licenses.

THIRD: That the place where the principal office of the corporation is to be established or located is at _____________, Philippines.

FOURTH: That the term for which the Corporation is to exist is _____________ (________) 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

SIXTH: That the number of directors of the Corporation shall be five (5) and that the names, nationalities and residence of the Directors of said Corporation who shall act as such until their successors are elected and have qualified as provided for in the by-laws are as follows:

Name Nationality Residence

SEVENTH: That the authorized capital stock of the Corporation is _____________ (P_____________) PESOS in lawful money of the Philippines, divided into __________________________ (_________) shares with the a par value of _____________ (P_________) PESOS per share.

EIGHT: That the authorized capital stock of the corporation has been fully subscribed representing the sum of ____________________(P_______________) PESOS, Philippine Currency, and at least twenty (25%) per cent of the total subscription has been paid as follows:

Name No. of Shares Subscribed Amount Paid-In

NINTH: 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.

TENTH: That no transfer of stocks or interest therein which will reduce the ownership of Filipino citizens to less than the percentage of the capital stock required by law shall be allowed or permitted to be recorded in the Corporate Books and this restriction shall be indicated in all the stock certificates issued by the corporation.

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 firm name or one deceptively or confusingly similar to it.

IN WITNESS WHEREOF, we have hereunto affixed our signatures this _____________, at the City of _____________, Philippines.

(SIGNATURES OF ALL INCORPORATORS)

SIGNED IN THE PRESENCE OF:

__________________ ________________

(ACKNOWLEDGMENT)

Articles of Incorporation Fishing Company

ARTICLES OF INCORPORATION

OF

_______________FISHING

CORPORATION

Know All Men By These Presents:

That we, all of whom are of legal age and residents of the Philippines, Filipinos, have on this day, voluntarily associated ourselves together for the purpose of forming a stock corporation under the laws of the Republic of the Philippines:

AND WE DO HEREBY CERTIFY:

FIRST: That the name of the Corporation shall be _______________________FISHING CORPORATION.

SECOND: That the specific purposes for which said Corporation is formed are:

To engage in, conduct, and carry on the business of deep sea fishing and to engage in any activity in connection with the catching, producing, marketing, selling, purchasing, handling, processing, importing, exporting fish and other marine products and maintaining all kinds of fishing boats of any class or tonnage and all kinds of equipment, commodity and products needed, necessary and incidental to the operation of the business of fishing and to raise, buy, catch, process, import, export all kinds of fishes, materials and products necessary and incidental to fishing and to buy, lease, hold or in any manner acquire any real or personal property necessary and incidental to the business for which the corporation is established without however engaging in the fishpond business.

THIRD: That the place where the principal office of the corporation is to be established or located is at _____________, Philippines.

FOURTH: That the term for which the Corporation is to exist is _____________ (________) 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

SIXTH: That the number of directors of the Corporation shall be five (5) and that the names, nationalities and residence of the Directors of said Corporation who shall act as such until their successors are elected and have qualified as provided for in the by-laws are as follows:

Name Nationality Residence

SEVENTH: That the authorized capital stock of the Corporation is _____________ (P_____________) PESOS in lawful money of the Philippines, divided into __________________________ (_________) shares with the a par value of _____________ (P_________) PESOS per share.

EIGHT: That the authorized capital stock of the corporation has been fully subscribed representing the sum of ___________________ (P_______________) PESOS, Philippine Currency, and at least twenty (25%) per cent of the total subscription has been paid as follows:

Name No.of Shares Subscribed Amount Paid-In

NINTH: 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.

TENTH: That no transfer of stocks or interest therein which will reduce the ownership of Filipino citizens to less than the percentage of the capital stock required by law shall be allowed or permitted to be recorded in the Corporate Books and this restriction shall be indicated in all the stock certificates issued by the corporation.

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 firm name or one deceptively or confusingly similar to it.

IN WITNESS WHEREOF, we have hereunto affixed our signatures this _____________, at the City of _____________, Philippines.

(SIGNATURES OF ALL INCORPORATORS)

SIGNED IN THE PRESENCE OF:

_______________ _________________

(ACKNOWLEDGMENT)