AMENDED BY LAWS OF ‘THE SHARE A CHILD MOVEMENT, INC ARTICLE | Neetings Section 1. Annual Meetings - The annual meetings of the members shall be held at the principal office of the association in Cebu City at 11:30 in the ‘morning of every last Saturday of April of each year. section 2. Quarterly/Special Meetings - Quarterty/Special Meetings of the Board of Trustees shall be called every quarter by the President of the Movement. During such meetings, the Chairperson shall render his/her quarterly teport to the Board of Trustees regarding the activities of The Share 2 Child Movement. Specials meetings may be called as the need thercof arises, by the Board of Trustees or the Chairperson or upon petition of 1/3 of the Board of Trustees. (as amended on July 7, 2014) Section 3. Notices - Notices of the date, time and place of the annual, quarterty and special meetings of the members shall be given either personally oF by special delivery mail, at least one week before the date set for such meetings. In urgent cases, the notices may be communicated at least two days before the meeting personally or by telephone, or by email, 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. (as amended on July 7, 2014) 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 of the Philippines requires an 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: a. Proof of service of the required notice of the meeting, except when such notice is waived by the members constituting a quorum. DEC 1 5 200 | : !b,. 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 of these present. d. Unfinished business. , Report of the Chairperson f 8 Election of the Trustees for the year . Other matters ‘The order of the 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 shall vote either in person or by proxy, which shall be in writing and deposited with the Secretary of the Share A Child Movement at least one day prior to the meeting. Unless so deposited, a proxy-shall not be recognized. ARTICLE Il Trustees Section 1. Board of Trustees - The corporate powers of the Share A Child Movement shall be exercised, its business conducted and its property controlled by the Board of Trustees which shall be composed of five (5 members (as amended on July 7, 2014) ‘Section 2. Qualifications - No member shall be eligible for election to the Board of Trustees unless he or she is a member of the Share A Child ‘Movement. Section 3. Disqualifications - No member convicted by final judgment of ‘a crime involving moral turpitude and within five (5) years after service of sentence shall qualify for clection to the Board of Trustees. ARTICLE Il Officers Sectiont . Officers - The Officers of the Share A Child Movement shall be Chairperson, one (1) Vice Chairperson, a Secretary and a Treasurer. The Chairperson and Vice-Chairperson shall be elected by the Board of Trustees from among themselves. The Secretary and Treasurer may not be a members of the Board of Trustees. (as amended on July 7, 2014)Section 2. Term of Office of Officers - All officers of the Share A Child ‘Movement shall hold office for one year until their successors are duly elected and qualified. ARTICLE IV Functions and Powers of Officer Section 1. Chairpersen - The Chairperson shall preside in all meetings of the Board of Trustees and those of the member of the Organization, provide leadership and direction to the organization, set organization strategies, ‘objectives and policies , ensure that organization policies and procedures are upheld, ensure effective management of organization activities He or she shall execute all resolutions and/or decisions of the Board of ‘Trustees. He or she shall be charge with directing and overseeing the activities of the Movernent. He or she shall appoint and have control over all employees of the Movement, review and approve expense vouchers. Together with the Secretary of the Share A Child Movement, he or she 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 or she shall submit to the Board as soon s 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 ‘Movement for the fiscal year under his term. (as amended on July 7, 2014) Section 2. Secretary - The Secretary who must be a citizen & resident of the Philippines shall give all the notices required by these by-laws and keep the minutes of all meetings of the members and of the Secretary of the Share A Child Movement, he or she 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 or she shall submit to the Beard 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 Movement for the fiscal year under his term. ‘The Secretary shall give all the notices required by these by-laws and keep the minutes of all meetings of the members and of the Board of Trustees and of all meetings of all committees, in a book kept for purpose. He or she shall keep the seal of the Movement and affix such seal to any paper or instrument requiring the same. He or she have custody of the correspondence files and allother papers that are to be kept by the Treasurer. He or she shall maintain the members’ register, have charge of the bulletin board at the principal office of the Share A Child Movement. He or she shall also perform allsuch other duties and work as the Board of Trustees may from time to time assign to him/her. Section 3. Treasurer - The Treasurer shall have charge of the funds, receipts and disbursements of the Movement. He/she shall kecp all moneys and other valuables of the association in such bank(s) as the Board of Trustees may designate. He/she shall keep and have charge of the books of accounts wiich shall be open to inspection by any member of the Board of Trustees, whenever required, an account of the financial condition of the Movement and of all transactions made by him as Treasurer. He/she 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. ARTICLEV Members Section 1. Qualifications for Membership - To be qualified as member of the Share A Child Movement, an applicant for membership must be: 1. Interested in the promotion and enhancement of the welfare of the Filipino child; and 2. Willing and ‘able to donate his resources, whether material or otherwise, to the causes espoused by the Movement. Section 2. Rights of Members - 4 member shall have the following rights: a. To exercise the rights to vote on all matters relating to the affairs of the Movement; To be eligible to any elective or appointive office of the Movement; To participate in all deliberations/meetings of the Movement; To avail of all the facilities of the Movement; and To examine all the records or books of the Movement during office hours. Section 3. Duties and Responsibilities of the Members ~ A member shall have the following duties and responsibilities; a. To obey and comply with the by-laws, rules and regulations that may be promulgated by the Movement from time to time; b, To attend all meetings that mat be called by the Board of Trustees; © To pay membership cues and other assessments of the Movement, as the Board of Trustees may determine from time to time. 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 Movement. Any member of the Maverent may file charges against @ member by filling a written complaint with the Secretary of the Movement. The Board of ‘Trustees shall call a special meeting of the members to consider the charges. An affirmative vote of 1/3 of all the members of the Movement 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 Vil FUND Section 1. Funds - The funds of the association shall be derived from admissions fees, annual dues and special assessments of members, gifts, donations or benefits. Until otherwise increased by the members in any of their regular meetings or as may be determined by the Board of Trustees from time to time, the annual dues shall be P200.00 for each member. Section 2. Fees and Dues - Every member of the Movernent shall, in addition to the membership fees, pay dues and/or assessments that may be imposed by the Movement from time to time. Section 3. Disbursements - Withdrawal from the funds of the Share A Child Movement, whether by check or any other instrument shall be signed by ‘the Treasurer and countersigned by the President. If necessary, the Board of Trustees my designate other signatories. Section 4. Fiscal Year - The fiscal year of the Movement shall be from January 1* to December 31* of each year. ARTICLE VIII Corporate Seal Section 1. Form - The corporate seal of the Movement shall be in such orm and design as may be determined by the Board of Trustees. ARTICLE IX ‘Amendments of the By-Laws Section 1. Amendments - These by-laws, or any provisfon 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 meetings duly held for the: purpose.Adopted this__day of April, 1988 in Cebu City, Philippines by the affirmative vote of the undersigned members representing a majority of the members of the Share @ Chilé Movement in a special meetings duly held for the purpose. SGD. ESPERANZA G. VALENZONA SGD. ILDEFONSA A. YBANEZ SGD. NATIVIDAD SENDRUAS. SGD. ABBY C. YOUNG SGD. JULITO RODEN SGD. CECILIA C. BERCILES ‘SGD. EUFROSINA G, VALENZONA SGD. JOSE A. TAN SGD. JOSPEH GOYANKO. SGD. SHIRLEY YU 90D. AMPARO REYES SGD. LAPULAPU C. BUYSER SGD. LUZT. AGUILARREPUGLIC OF THE PHIUPRINES SECURITIES AND EXCHANGE COMMISSION CEBU EXTENSION OFFICE Cebu city COMPANY REG. NO. CEO1672 CERTIFICATE OF FILING oF AMENDED BY-LAWS KNOW ALL PERSONS BY THESE PRESENTS: ‘THIS IS TO CERTIFY that the Amended By-Laws of: ‘THE SHARE A CHILD MOVEMENT, INC. ‘copy annexed, adopted on July 7, 20/4 by at least majority vote of the Board of Trustees land by the vote of at least majority of the members, and certified under oath by the Corporate Secretary and majority of the said Board, was approved by the Commission on this date, pursuant fo the provision of Section 48 of the Corporation Code of the Philippines, Batas Pambansa Blg. 68, approved on May 1, 1980, and copies thereof are filed with the Commission. IN WITNESS WHEREOF, I have hereunto set my hand and caused the seal of this Commission tobe affixed at Cebu City, Phitippines, this_(QLL-_day of December, ‘Two Thousand Fourteen. SEC CEBU OFFICE,