Adoption of by-laws

For the adoption of bylaws by the corporation, the affirmative vote of the stockholders
representing at least a majority of the outstanding capital stock, or of at least a
majority of the members in case of nonstock corporations, shall be necessary. The
bylaws shall be signed by the stockholders or members voting for them and shall be
kept in the principal office of the corporation, subject to the inspection of the
stockholders or members during office hours. A copy thereof, duly certified by a
majority of the directors or trustees and countersigned by the secretary of the
corporation, shall be filed with the Commission and attached to the original articles of
incorporation.
By-laws may be adopted and filed prior to incorporation. Such by-laws shall be
approved and signed by all the incorporators and submitted to the SEC together with
the articles of incorporation.
By-laws shall be effective only upon the issuance by the SEC of a certification that the
by-laws are not inconsistent with the Revised Corporation Code.

Contents of by-laws
1) The time, place and manner of calling and conducting regular or special meetings
of the directors or trustees;
2) The time and manner of calling and conducting regular or special meetings of the
stockholders or members;
3) The required quorum in meetings of stockholders or members and manner of
voting therein;

4) The modes by which a stockholder, member, director, or trustee may attend

meetings and cast their votes;
5) The form for proxies of stockholders and members and the manner of voting
therein;
6) The qualifications, duties and compensation of directors or trustees, officers and
employees;
7) The time for holding the annual election of directors or trustees and the mode or
manner of giving notice thereof;
8) The manner of election or appointment and the term of office of all officers other
than directors or trustees;
9) The penalties for violation of the by-laws;
10) In the case of stock corporations, the manner of issuing certificates;
11) Such other matters as may be necessary for the proper or convenient transaction
of its corporate business.
An arbitration agreement may be provided in the by-laws pursuant to Sec. 181 of the
Revised Corporation Code.
1.3. Amendment, repeal or adoption of (new) by-laws
Majority vote of the board and at least majority of OCS or members, at a regular or
special meeting duly called for the purpose, may amend or repeal any by-laws or
adopt new by-laws.
Delegation
The owner of 2/3 of OCS or members may delegate to the board the power to amend
or repeal by-laws or adopt new by-laws.
Withdrawal
The power delegated may be withdrawn by a vote of majority of OCS or members at
a regular or special meeting.

The stockholders’ and members’ meeting may be regular or special.

Regular meetings of stockholders and members
Regular meetings of stockholders or members shall be held annually on a date fixed in
the bylaws, or if not so fixed, on any date after April 15 of every year as determined
by the board of directors or trustees. Written notice of regular meetings shall be sent
to all stockholders or members of record at least 21 days prior to the meeting, unless
a different period is required in the bylaws, law, or regulation. Written notice of regular
meetings may be sent to all stockholders or members of record through electronic mail
or such other manner as the Commission shall allow under its guidelines