Repubil ofthe Philipines Securties and Exchange Comission EDSA, Greenhills, Mandaluyong Metro-Manile S.E.C. Rag. No. 790 CERTIFICATE OF FILING OF AMENDED BY-LAWS TO ALL TO WHOM THESE PRESENTS MAY COME, GREETINGS: THIS IS TO CERTIFY that the amended By-Laws of the NDATION, INC. ines Educational copy annexed, adopted by a majority w and by 19 the majority of the members on certified by a majority of the Board of ‘and countersigned by the Secretary of the corporation, was 19seeo Philippines, Batas Pambansa Bie. 68, appro pursuant to the provisions of Section 48 of the Corporation Code of the eu on May 1, 1980, and attached to the other papers pertaining to taid corporation. IN WITNESS WHEREOF, | have hereunto set my hand and caused the seal of this ‘Commission to be affixed at Mandaluyong, Metro-Manila, Philippines, this 7& day of ‘vin the year of our Lord nineteen hundred ancAMENDED BY-LAWS QF LAND BANK COUNTRYSIDE DEVELOPMENT. FOUNDATION. TNC ia (formerly LAND RANK OF THE PHITA Ppgngges APF BHUEATIONAL FOUNDATION, INGA a “it eeope ‘i oe Gide MEMBERSHIE Section J. Cisnses of tember classes of members, namely: Charter Associate and Honorary The Charter members of the Foundat persons named as incorporatore in the Articles of Incorporation The Sustaining members of the Foundetion whose membership fee is 750,000; and individus the sum of P28, 000 The corporate members of the Foundation are corporations whose membership fee ie 4 minimum cf 7590 per annum. tion are individuals The Associate members of the Four whose membership fee is a minimum of F100 per annum The Honorary members of the foundation are individuals tess for having recommended and approved by the Board respective disciplines and distinguished thei in the: shall pay no membership fee Section 2 ave any rightSection 3. Mectings - The » shall be helt ar the ¢ adopted seeh sr each member at prior to ity of members present in pers constitute s quorum tranguecion meeting of the members For the purrose of constituting = quorum, as above provided, sny member may be represented by @ proxy provided the proxy is duly authorized in writing by such member Ligibilits te = - Only members whore Section 4. membership fees are fully paid shall be eligible to vote and elect the Trustees at their annual meeting. The nominees sition of Trustee ng the highest number of votes for the p to be filled shall be declared elected. Honorary members shall not be entitled to vote. (As amended cn 18 November 1992) ARTICLE IE VOUING BLGHIS OF MemHRS Section 1. Voting Rights ~ Each me od ne Hundred Pesos (PLOG) contributed by wasARTICLE LL BOARD_OF TRUSTEES. Foundation ction J. Unrrorate Powers ~ The powers of th shall be exercised, its property controlled and ite affairs a Board of conducted bs usteee. Section 2, Term of Office - The Trustees shall hold office for une year: however. they shall continue to hold office until their successors are elected in the manner herein provided. Section 3. Vacancies - In case any Trustee shell by reason to of death, resignation, incapacity to act or otherwise ceases: ‘rustee,except removal or expiration of term, during his term, his successor shall be chosen by a majority of remaining Trustees if still constituting a quorum. A Trui shall serve the unexpired term of his chosen to fill a vacani predecessor, Section 4, Quorum. - A majority of the Board 5f Trustees ehall constitute « querum for the transaction of business at all meetings of the Board of Trustees and a majority of the quorum r the validity of any corporate act 1 be sufficient Section 5. Compensation’~ The Trustees shall pol. receive any_salery for their services aq such. Wowever. expenses for attendance at regular or special meetings o£ the Poard may be paid. when, authoriaed by. resolutian.of the members _of...the Foundation, Ackwel_and necessary traveling and other expenses of of the Fondation sball_be Trustecs while engeaed_in the businfeustees aubject tio the allowed... when _aubhorixed by the Board of! J on 16 November 1992 approval.of the members. As ARTICLE IV. POWERS. AND_DUTURS OF PRUSTEES Section 1. Powers and tuties - the Trustees chall have the following powers and duties and attrilutes, in addition to thase ussigned to it by the Corporation Law and other sections of these By-Laws: &) Determine the manner and conditions under which the Ll engage in the kinds of activities as stated Foundation shi the purposes of the Articles of Incorporation. b) Determine the manner in which the funds of the Foundation shall be invested or managed c) Decide as to the safekeeping of the funds of the Foundation. open any and all kinds of deposit accounts with any bank authorized to operate in the Philippines and/or abroad d) Provide for the appointment, promotion and termination of such cfficere and employees ae may be necessary’ for the sound management of the Foundation and fix their compensation and other benefits ©) Determine the policies and formate rules for the ageinent. of the Foundation the anmiel bude: £) Approwt during the regular Annual Meetings of memb: a) Subm Statement and Report the Balance Sheet, Profit and Lo Operations the Foundation of the Foundation h) Call special meetings of membe: i) Institute, maintain, det compromise, or drop sny cases in which the Foundation or its officers in their 9£ficial iff or defendant,’ in capacity, may be intereeted in Lain connection with the business of the Foundation, and grant extension of time for the payment or settlement of any indebtedness in favor of the Foundation. © accountant to audit the 5) Appoint an inderendent pub counts of the Foundation and to report annualiy on the financial conditions of the Foundation. k) To de any and all other things which may be either necessary or proper or incidental to the ex as Board of Trustees. Section 2. Meetings of the Hoard of Trustees. The Board of at least once every quarter and may hold Trustees shall meet special meetings at the call of the Chairman or the President or any two Trustees Section 1 composed of ci membersSection 2. Appointment - the members of the Counc hall be appointed by wejurity of the-Board of Trustees of the Foundation Section 9. Term of Office - The Members shall hold ‘office for one year, however. they sha!] continue to hold office until their successors are s ected in the manner he n provided Section 4. Vacancies and expiration of term - In case any member of the Council by reason of death, resignation, removal, incapacity to act or otherwise ceases to act as member of the Advisory Council du: g his term, his successor shall be chosen by. 2 majority of the Board of Trustees. A member choeen chall serve the unexpired term of his predece: ir Section 5. Eunction of Council - To render advice to the Board of Trustees on all metters referred to the Council by the Board of Trustees Section 6. Meetings - The Advisory council shall meet request of any three of its members or upon request of the Board of Trustees Section 1. the President. Executive Dir shall be elected annually jo the members of the Board of Tru tees. each until hiefied in hie stead, or until he elected ant shall have resigned or shall have been removed in the manner hereinafter provided. Such other officere ag may from time ees shail hi time be elected or appointed by the Board of Tri office for such period, have such authority and perform such duties as are provided in these By-laws or as the Board cf ry shall be & dent and Trustees may determine. The Sec citizen of the Philipines Section 2. luties of the President - The President shall be elected by the Hoard of Trustees from its own members. The President shall be the Chief Executive Officer of the Foundation shall have subject to the control of the Hoard of Trustees general and active care, supervision and direction of the business and affaire of the foundation. He shall in the absence of of the Chairman of the Board of Trustees preside at ell meetings of the membere. In‘ general, he shall perform all duties incident to the Office of the President, and such other duties as may from time to time be assigned to him by the Board of ‘Trustees. Section 3. Iuties of the Executive Director - the Executive Director shall a)° Manage the day to day operationa/activ! Foundation and conduct the same according to esolutions and instructions of the Board and/or F general superint empleyses and other subordinate perc) Submit to the President ch statements, reporte, memorandum of accounts as the latter may require and prepares to time by etatements and reports as may be required from ti laws 4) Perform such other duties as aay be prescribed by . the President and/or the Board of Trustees Section 4. Duties of the Searetary - the Secretary shall: 2) Keep @ record of the proceedings of all meetings of the Board and the members b) Serve all notices required either by law or by the By- Laws of the Foundation, and in case of his absence, inability, refusal or neglect to do so, then such notices may be served by any person thereunto directed by the Executive Director of the Foundation ©) Keep the corporate seal of the Foundation d) Discharge such other duties pertaining to his office as prescribed by the Board of Trustees from time to time. Section 5. [ties of Treasurer - the Treasurer shall receive and deposit the funds ef the Foundation in such bank or banks as the Board cf trustees may direct. He shall act az the custodian of the funds, properties and assets of the Foundation If at any time the unable to act, the to take place and may be requi such ned by the Boardminittee(s> - The Section 6. Sulerdinate (tices. and may appoiol_suchobher officer. Board. of Trustees agent or Committees) as_tbe. business of the. Koundat.ion_may_reauire. iveluding.one._or. more assistant Lreasurere....and..one. or, more assistant secretaries. cachof whow shall_hold office and bave euch. aubhority and perform euch duties as the Joerd of Truntees may. from..timetotime.determine. (As amended on 16 November, 1992) may be removed either with Section 7. Kemoval - Any 9 Board of or without by the majority vote of the entir may resign Section 8. Resisns ~ Any any time vy giving written notice to the Board of Truetees or to the date o: President Such resignation shall take therein; receipt of such notice or et any later time spec: fied therein, the and unless otherwise sp ceptance resignation is not necessary to make it effective n any office beca = A vacancy Section 9, Vacanci: or any other cause, death. resignation, temoval, disgualificatiol be filled for the unexpired portion of the term by the Foard ABTICLE ELI WENDAR. LEAR Sevtion 1ARDLCLE VILL SEAL tion i, The Foundation sh: shall be approved by the Board of ABIICLE 1X AMENDMENT. The By-Laws may be repesled or amended or new by-laws may be adopted by the majority of the Board of Trustees and majority of the members subject always to the power of the members to change ws or the powere granted hi or repeal such by. Trustees, pursuant to the provisions of the Corporation Law Adopted this 15th of March, 1983 by affirmative vote of all the members of the Foundation lieted below, who constitute entire membership of Land Hank Countryside Development: Foundation. Ine. (formerly Land Bank of the Philippines Educational Foundation, Inc.) (Ae amended on 18 November, (Sed. ) CRSAR VIRATA (Sgd.) BASILIO ESTANISLAO (Sed.) BLAS OPLE CONRADO F. ESTRELLA (Sad.) RONALD ROY aSCERTLETCAT! on “rn KNOW ALL MEN BY THESE PE We, the undersigned being the Chairman, the jecretary and the majority of the members of the’ Board of Trustees of the Land Bank of the Philippines Countryside Development Foundation, Inc., do hereby certify that by the rmative vote of the majority of the members of the Board of Trustees in its regular meeting held on November sz at the principal gifice of the Corporation in Makati, Metro Manila and by the affirmative vote of two-thirds of the membere in the special meeting of the members held on November 16, 1992 at the principal office of the Corporation. in Makati, Metro Manila, the following Articles were amended: “Section 4 of Article 1 was amended to indicate that honorary members of the Foundation shall not be entitled to vote. Article III was amended to include Section § which provides that acide from reimbursement of the traveling and representation expenses, the Board o: Trustees shall not be entitled to any compensation Zor their services as auch Article VI was amended to clude Section 6 which provides for the appointment of subordinate officers and committees Article IX was amended to reflect the proposed new name of the Foundation.” and that the attached hereto is a true and correct copy of the By-Laws, as amended.Lapus | dah SUBSCRIBED AND SWORN to. before 1992 at Wakull, wesw of ; personally appeared the Following PE NaN RES. CERT. NO. JESLI A. LAPUS 13429626 Quezon city aa pr 1719600 tas Pinas REYNALDO J. GREGORIO 154,45 See UIA C. LIY eens, Hy 1603178 Manila MANUEL P. TIAOQUI tgoret eee MIGUEL M. GoNzaLEs 1603199 Panay City NOTARY PUBLIC Lat-eper-sap AUNS/eiies Beuiit= pee 9.9 goo Ppines, ISSUED ON/AT 3/30/82 3/21/92 3r2ersz 2/16/82 2/17/92 316/92