BY-LAWS

OF
(INSERT NAME OF CORPORATION)

I. THE TIME, PLACE AND MANNER OF CALLING AND CONDUCTING

REGULAR OR SPECIAL MEETINGS OF THE DIRECTORS OR
TRUSTEES.
a) Regular meetings of the board of directors or trustees or trustees of
the corporation shall be held monthly unless the by-laws provide
otherwise.
b) Special meetings of the board of directors or trustees may be held
at any time upon the call of the president or as provided in the by-
laws.
c) Meetings of directors or trustees of corporations may be held
anywhere in or outside of the Philippines, unless the by-laws
provide otherwise. Notice of regular or special meetings stating the
date, time and place of the meeting must be sent to every director
or trustee at least two (2) days prior to the scheduled meeting,
unless a longer time is provided in the by-laws. A director or
trustee may waive this requirement, either expressly or impliedly.
d) Directors or trustees who cannot physically attend or vote at board
meetings can participate and vote through remote communication
such as videoconferencing, teleconferencing, or other alternative
modes of communication that allow them reasonable opportunities
to participate. Directors or trustees cannot attend or vote by proxy
at board meetings.

II. THE TIME AND MANNER OF CALLING AND CONDUCTING REGULAR

OR SPECIAL MEETINGS OF THE STOCKHOLDERS OR MEMBERS.

a) Regular or annual meetings of stockholders or members shall be

held annually on 1ST day of May.
b) Written notice of regular meetings shall be sent to all stockholders
of record or members at least twenty-one (21) days prior to the
meeting, unless a different period is required in the by-laws, law,
or regulation: Provided, further. That written notice of regular
meetings may be sent to all stockholders of record or members
through electronic mail or such other manner as the Commission
shall allow under its guidelines.
c) Special meetings of Stockholders or members shall be held at any
time deemed necessary or as provided in the by-laws: Provided,
however. That at least one (1) week written notice shall be sent to
 all Stockholders or members, unless a different period is provided
in the by-laws, law or regulation.
d) Written notice of special meetings shall be sent to all stockholders
or members at least one week prior to the meeting.
e) Stockholders or members' meetings, whether regular or special,
shall be held in the city or municipality where the principal office of
the corporation is located. Provided, That any city or municipality
in Metro Manila, Metro Cebu, Metro Davao, and other Metropolitan
areas shall, for purposes of this section, be considered a city or
municipality.

III. THE REQUIRED QUORUM IN MEETINGS OF STOCKHOLDERS OR

MEMBERS
The required quorum in meetings of Stockholders or members shall
consist of the stockholder/s representing majority of the outstanding
capital stock or majority of the members in the case of non-stock
corporation.
IV. THE FORM FOR PROXIES OF STOCKHOLDERS OR MEMBERS AND
THE MANNER OF VOTING THEM
Stockholders or members may vote in person or by proxy in all meetings
of Stockholders or members. Proxies shall be in writing, signed and filed,
by the stockholder or member, in any form authorized in the by-laws and
received by the corporate secretary within a reasonable time before the
scheduled meeting. Unless otherwise provided in the proxy form, it shall
be valid only for the meeting for which it is intended. No proxy shall be
valid and effective for a period longer than five (5) years at any one time.
V. THE QUALIFICATIONS, DUTIES, TERM AND COMPENSATION OF
DIRECTORS OR TRUSTEES
a) A person shall be disqualified from being a director, trustee or officer
of any corporation if, within five (5) years prior to the election or
appointment as such, the person was:
(a)Convicted by final judgment:
(1) Of an offense punishable by imprisonment for a period
exceeding six (6) years;
(2) For violating this Code; and
(3) For violating Republic Act No. 8799, otherwise known as
"The Securities Regulation Code";
 (b) Found administratively liable for any offense involving
fraudulent acts; and
(c) By a foreign court or equivalent foreign regulatory authority for
acts, violations or misconduct similar to those enumerated in
paragraphs(a) and (b) above.
Directors shall be elected for a term of one (1) year from among the
holders of stocks registered in the corporation's books, while trustees
shall be elected for a term not exceeding three (3) years from among the
members of the corporation. Each director and trustee shall hold office
until the successor is elected and qualified. A director who ceases to own
at least one (1) share of stock or a trustee who ceases to be a member of
the corporation shall cease to be such.
b) The corporate powers of the corporation shall be exercised, all
business conducted and all property of the corporation be controlled and
held by the board of directors or trustees to be elected from among the
holders of stocks, who shall hold office for one (1) year and until their
successors are elected and qualified.
c) The directors or trustees shall not receive any compensation, as such
directors or trustees, except for reasonable per diems. Any compensation
may be granted to directors or trustees by the vote of the stockholders
representing at least a majority of the outstanding capital stock or by
majority of the members at a regular or special meeting. In no case shall
the total yearly compensation of directors, as such directors, exceed ten
(10%) percent of the net income before income tax of the corporation
during the preceding year.
VI. THE MANNER OF ELECTION OR APPOINTMENT, QUALIFICATION
AND THE TERM OF OFFICE OF ALL OFFICERS OTHER THAN
DIRECTORS OR TRUSTEES
Immediately after their election, the directors or trustees of a corporation
must formally organize by the election of a PRESIDENT, who shall be a
director or member, a TREASURER who must be a resident, a
SECRETARY who shall be a citizen and resident of the Philippines, and
such other officers as may be provided in the by-laws. Two (2) or more
positions may be held concurrently by the same officer, however no one
shall act as PRESIDENT and SECRETARY or as PRESIDENT and
TREASURER at the same time. The officers of the corporation shall hold
office for one (1) year and until the successors are elected and qualified.
The officers shall manage the corporation and perform such duties as
may be provided in the bylaws and/or as resolved by the board of
directors or trustees.
VII. FISCAL YEAR
The fiscal year of the corporation shall begin on January 1 and shall end
December 31 of each year.
VIII. SEAL
The corporate seal shall be determined by the Board of directors or
trustees.
IX. MISCELLANEOUS PROVISIONS:
Matters not covered by the provisions of these by-laws shall be governed
by the provisions of the Revised Corporation Code of the Philippines.
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 _____ day of _____, 2023 in the
City of _______, Province of ___________, Republic of the Philippines.

Name TIN/ID No. Date & Place Issued