BY LAWS

OF

XC3 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
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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;

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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
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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; Page 5

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

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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)