"&" REPUBLIC oF THE PHILIPPINES

dffih SECURITIES AND EXCHANGE COMMISSION

ryUP t#'3;,:,""#il':;3il':#,?""
COMPANY REG. NO. ,AN95G*3010

CERTIFTCATE OF FILING
OF
AMENDED BY LAWS

KNOW ALL PERSONS BY THESE PRESENTS:

THIS IS TO CERTIFY that the amended By-Laws of the

PHILIPPINE SUGAR RESEAITCH trNSTtrTUTE

FOUNDATXON {PHmSUREN}, INC.

copy annexed, adoptedon Novembee A8,2A1V by majority vote of the Board of

Trustees and by the vote of two.thirds of the members of the corporation, and
certified under oath by the Corporate Secretary and a majority of the said board
was approved by the Commission on this date pursuant to the provisions of
Section 16 of the Corporation Code of the Philippines, Batas Pambansa Blg. 68,
approved on May L,1rgl},and copies thereof are filed with the Commission'

IN WITNESS WHEREOF, I have set my hand and caused the seal of this
Commission to be affixed to this Certificate at Pasay City, Metro Manila,
Philippines, this q f- day of May, Twenty Eighteen'

FERDffi'{'rffi,
Director
Company Registration and Monitoring Department
 AMENDED
BY-LAWS
OF THE

PHILIPPINE SUGAR RESEARCH INSTITUTE

FOUNDATION (PHILSURIN), lNC.

ARTICLE I

NAME AND OBJECT

Section 1. Name. This corporation shall be known as the

Philippine Sugar Research lnstitute Foundation (PHILSURIN), lnq.,
hereinafter refened to as the "Foundation".

Section 2. Objectives, The object of the Foundation shall be to

achieve the purposes for which it has been established and thereby
promote the development as well as enhance the viability and global
competitiveness of the sugar industry.

ARTICLE II

MEMBERS

Section 1. Classes of Membership. Membership in the

Foundation may be classified as follows:

a. lnstitutional. To promote unity and facilitate coordination, the

following six (6) organizations or federations of sugarcane
producers, both planters and millers, shall be the lnstitutional
Members of the Foundation;

Planters:

(1) Confederation of Sugar Producers Associations lnc'

(coNFED);
(2) National Federation of Sugarcane Planters lnc. (NFSP);
(3) United Sugar Producers Federation of the Philippines, lnc. (UNIFED);
(4) Panay Federation of Sugarcane Farmers, lnc. (PANAYFED);
and
(5) Luzon Federation of Sugarcane Grower's Association, lnc.
(LUZONFED)

Millers:

(6i Philippine Sugar Millers Association, lnc. (PSMA)

 These lnstitutional Members shall have the right to designate
and elect one (1) representative each to the Board of Trustees;
provided that effective crop year 2014-2A15, each lnstitutional
Member shall have a minimum aggregate paid in collection of at
least P1,000,000.00 for every crop year from its affiliated
members to the Foundation. Otherwise, the lnstitutional
Member shall lose this right to designate and elect one (1)
representative to the Board of Trustees in the following Annual
Meeting only.

b. lndividual. Any mil company, sugarcane planter, association

or cooperative thereof affiliated with any of the lnstitutional
Members may become lndividual Members of the Foundation.
These lndividual Members shall have the right to nominate
representatives and vote for them in the election of the Board of
Trustees based on their respective contributions in the current
mop year and immediately preceding crop year before every
annual meeting through their respective affiliations with any of
the lnstitutional Members of the Foundation.

c. Special. These are members who have been designated as

representatives of the lnstitutional Members for election to the
Board of Trustees. Their membership in the Foundation is
automatically terminated when they cease to be members of the
Board of Trustees. As special members, they do not enjoy the
right to vote in their personal capacities during the meetings of
the members. However, as members of the Board of Trustees,
they shall serue solely in their personal capacities and not as
representatives of any lnstitutional Member or othenvise.

The incorporators of the Foundation who have also been

designated as representatives of the lnstitutional Members shalt
be deemed special members. After the first regular elections of
the Board of Trustees in accordance with this By-laws is
conducted, incorporators who were not elected as members of
the Board shall cease to be members of the Foundation. The
contributions appearing under the names of the incorporators in
the Articles of lncorporation shall be deemed assigned to the
lnstitutional Members to which they are affiliated.

Section 2. Admission to Membership. Members may be

admitted upon invitation and approval by unanimous decision of the Board
of Trustees under such terms and conditions and pursuant to such rules of
procedure which said board may promulgate.

Section 3. Assessments and Dues.

a. Assessmenfs. The assessments shall be a certain amount

for every fifty kilogram (Lkg) bag of raw sugar produced or
imported, or its equivalent, as determined by the Board of
Trustees. Any increase in the rate of assessment shall be
approved by the Board of Trustees and ratified by a majority
of the members at a meeting called for such purpose.

b. Collection To facilitate collection of payments on such

assessments, the Foundation shall have a lien on
withdrawals of sugar from the mills' warehouses to be
collected by the millers and remitted to the Foundation on a
monthly basis.

c. Specral Assessmenf. The Foundation may levy special

assessments to finance particular projects and activities
when approved by, a majority vote of the Board of Trustees
at a meeting called for such purpose and ratified by a
majority of all the members; provided, that notice in writing of
the proposed action and of the date, time and place of the
meeting shall have been sent at least thirty (30) days prior to
the meeting to all members of the Board of Trustees and to
all the members of the Foundation.

Funds raised by special assessments shall be kept separate

from the general funds of the Foundation and shall not be
used except for the specific project for which such special
assessment was made, unless so authorized by a two{hirds
(2/3) vote of all the members.

d. Voting Rtghfs. Only lndividual Members, through their

respective affiliations with any of the lnstitutional Members of
the Foundation, shall be entitled to vote based on their
respective contributions in the current crop year and
immediately preceding crop year before every annual
meeting.

Section 4.
Meetings. Annual meetings shall be held on the first
Wednesday of July of each year; provided, that the Board of Trustees
may fix a different date for the annual meeting for a particular year which
shall be prior to the start of the milling season of that crop year. ln either
case, written notice of the annual meetings shall be sent to all the
members of record at least two (2) weeks prior to the meeting.

Special meetings of members may be held upon call of the Board

of Trustees, or the Chairman, Vice Chairman, the President, or three (3)
members of the Board, at any time, as often as necessary and for such
purposes as may be considered desirable; provided, that written notice
stating the date, time and place of the meeting is sent to all the members
at least one (1) week prior to the meeting.

Meetings of the members, whether annual or special, may be held

anyrrvhere in the Philippines, within or outside the principal place of
business of the Foundation.

lf for any reason, the Board of Trustees, the Chairman, the Vice
Chairman, the President, or the required number of Trustees, fails or
refuses to call the annual or any special meeting, one{hird {1/3} of all the
members of the Foundation in good standing may instruct the Secretary to
call such a meeting in accordance with this By-laws. The Secretary shall
preside at the meeting until at least a majority of the members present
shall choose one of their member as presiding officer in such meeting.
Whenever for any cause, there is no person authorized to call a meeting,
any member may call such meeting when directed by the Securities and
Exchange Commission by giving proper notice in accordance with this By-
laws upon a petition and a showing of good cause therefor. Such
member shall preside at such meeting until a majority of the members
present have chosen one of their number as presiding officer.

Section 5. Voting. At all meetings of the members, voting

members shall be entitled to vote by proxy through their respective
affiliations with any of the lnstitutional Members of the Foundation based
on their respective contributions in the current crop year and immediately
preceding crop year before every annual meeting unless this By-laws
specifies otherwise. Proxies shall be in writing, signed by the member and
filed before the scheduled meeting with the Secretary. Unless otherwise
provided in the proxy, it shall be valid only for the meeting for which it is
intended.

Section 6. Quorum. A quorum for any meeting of the members

shall consist of the members representing a majority of the members in
the Foundation entitled to vote. The affirmative vote of at least a majority
of the members present or represented where there is a quorum on any
question or issue shall be deemed a decision of the members thereon,
except when the law, or this By-laws, requires a greater proportion.
 ARTICLE III

BOARD OF TRUSTEES

Section 1. Composition. The Board of Trustees, hereinafter

referred to as the "Board", shali be composed of fifteen (15) members,
which shall be elected at the annual meeting of the members of the
Foundation, who shall hold office for a term of one year and until their
successors shall have been duly elected and qualified.

Subject to Article ll, Section 1, a. of this By-laws, the lnstitutional

Members shall have the right to designate and elect one (1) representative
each, who may or may not be otficers of their respective organizations, to
the Board of Trustees. The remaining members of the Board of Trustees
shall be elected by the lndividual Members based on their respective
contributions in the current crop year and immediately preceding crop year
before every annual meeting.

(as
amended on November 8, 2A17)

Section 2. Meetings.
a. Organizational Meetings. The annual organizational
meeting of the Board shall be held on the same day as, and immediately
after, the annual meeting of the members during which the Board was
formally constituted, at any place, within or without the Philippines,
designated in the written notice of such organizational meeting. However,
the Board of Trustees may, by a two-thirds (2/3) vote of all its members
during any prior regular or special meeting, designate any other date for
the organizational meeting.

b. Regular Meetings. The Board shall hold regular quarterly

meetings on the first Wednesday of each quarter.

c. Specnl Meetings. Special meetings may be held at any time

upon call by the Chairman, the Vice Chairman, or the President pursuant
to a request in writing of at least two (2) members of the Board. Only
matters stated in the notice shall be taken up during such meeting. (As
amended an14 Oc{ober 1998)

d. Notice of Meetings. Notice of an organizational, regular or

special meeting stating the date, tirne and place thereof shall be served
upon each trustee by delivering the same at his regular place of business
at least twenty-four (24) hours prior to the scheduled meeting. However,
any trustee may waive this requirement of notice, whether expressly or
impliedly.

e. Quorum. A majority of the number of trustees as fixed in

the Articles of lncorporation shall constitute a quorum for the transaction of
business, except that a minority may adjourn from time to time until a
quorum is constituted. Every decision of at least a majority of the trustees
present at a meeting at which there is a quorum, shall be valid as a
corporate act of the Board, except for the election of officers which shall
required the vote of majority of all the members of the Board entitled to
vote.

t. Voting. Each trustee shall be entifled to one (1) vote.

Section 3. Powers and Duties. The Board shall exercise all the
corporate powers of the Foundation, conduct and manage all its business
and affairs, control its property and perform all acts which the Foundation
may legally perform to achieve its purposes. without limiting the
generality of the foregoing, the Board shall have the following powers and
duties:

a. To set the policies and direction of the Foundation, approve

its operational plans, program of activities and priorities of
work and monitor the implementation of said plans, programs
and work.

b. To elect at its organizational meeting the members of the

executive committee provided for in Article lV hereof. The
Board shall review all actions of said committee and take
whatever action thereon as it may deem desirable or
necessary. Any such action shall be deemed ratified unless
the Board otherwise decides.

To elect at its organizational meeting such officers provided

for in Article V hereof as may be necessary. The Board may
also remove for cause any officer at any meeting called for
such purpose.

d. To form such special committee as it may consider desirable

and appoint the members thereof, or designate one or more
of its members as its agents to do and perform such things as
the Board may deem necessary. The President shall be an
ex-officio member of all such committees.
 e, To fix the salaries and compensations of its officers and
employees, formulate personnel policies, rules and
regulations, appoint, employ, suspend, discipline, discharge,
and fire agents, representatives and employees, and assign
their duties; provided, that such powers may be delegated to
the President or the Director General of the Foundation.

f. To set financial policies, review the flnancial condition, annual

reports and audited accounts of the Foundation, as well as
review, consider and approve the budget.

g. To acquire by purchase, lease or otherwise, and to accept

donations of property of whatever kind or nature and to se[,
dispose of, rent out, mortgage, pledge or othenryise encumber
any property of the Foundation.

h. To designate the banks and flnancial institutions to which the

funds of the Foundation shall be deposited, and to designate
the persons or officers authorized to sign checks, drafis,
withdrawals and other orders on such deposits.

i. To accept donations, contributions and assessments from its

members and others.

j To incur loans or obligations not to exceed the expected

yearly contributions or donations to the Foundation unless
otherwise authorized by the members.

ARTICLE IV

THE EXECUTIVE COMMITTEE

Section 1. Composition. There shall be an executive committee

to be called the "Executive Committee", hereinafter the "ExCom", to be
composed of at least six (6) members, including the President, the
Treasurer, the Director General and three (3) other members to be
appointed by the Board who may or may not be trustees; provided, that
there shall always be at least three (3) members of the Excom who are
trustees. The President shall be the presiding officer of the ExCom . The
Board may increase the membership of the Excsm as it may deem
necessary or desirable and appoint the ones who will sit therein; provided,
that there shall be at least (3) members of the Excom who are trustees.

Section. 2. Powers and Duties. The ExCom shall be the

governing body of the Foundation between meetings of the Board and it
shall, during such intervals ,have and exercise the power and act on all
matters within the competence of the Board, except on those specific
matters which the law reserves only to the Board.

Without limiting the generality of the foregoing, the ExCom shall

conduct periodic budget reviews and approve all expenses not direcfly
provided for in the budget. Prior to the organizational meetings of the
Board, the ExCom shall review the budget for the following fiscal year for
final approval of the Board.

Section 3.
Meetings. The ExCom shall hold regular monthly
meetings every Tuesday of each month, or at such other date as the
Excom may designate. special meetings may be called by the President,
or any two (2) members of the ExCom as required.

Section 4. Voting. Each member of the ExCom shall have one

vote and an affirmative vote of at least a majority of all the members
thereof shall be required for a valid action of the ExCom_

Section 5. Appeals. Any member of the ExCom who dissents to

any particular action of the ExCom may appeal the same to the Board
which may stay the effectivity of such action pending its final decision on
the matter

Section 6. Ratification. All matters taken up by the ExCom shall

be submitted to the Board which may take whatever action thereon as it
may deem desirable or necessary; provided, that the action of the ExCom
shall be deemed ratified until the Board decides otherwise.

Section 7. Vacancies. Any vacancy occurring in the ExCom

between meetings of the Board shall be filled temporarily by the ExCom
and such appointment shall remain in force until the next meeting of the
Board when said vacancy shall have been filled.

Section 8. Removal for Cause. Any member of the ExCom may

be removed for cause upon a majority vote of all the members of the
Board at any meeting called for such purpose.

ARTICLE IV.A

THE SUGAR DEVELOPMENT COUNCIL

Section 1. Composition. There shall be a technical committee to

be called the "Sugar Development Council", hereinafter the "Council", to
be composed of at least nine (9) members, including, the Director
General, the Executive Director of PCARRD, the Chancellor of UPLB, the
Head of Research of the SRA, the Head of Research of the VMC/Philsurin
Breeding Program, and four (4) representatives of the sugar producers
who may or may not be trustees, out of which two (2) shall come from the
planters and two (2) from the millers. The Director General shall be the
presiding officer of the Council. The Board may increase the membership
of the Council as it may deem necessary or desirable and appoint the
ones who will sit therein.

Section 2. Powers and Duties. The Council shall be responsible

for reviewing and monitoring the technical and scientific aspects of the
research, development and extension programs, policies and projects of
the Foundation. lt shall formulate plans and recommendations relating to
these programs and projects with a view to improving efficiencies in the
technical and scientific aspects of sugar operations in the industry
including the introduction of better production technologies, provision of
advisory services, conducting training programs as well as the
establishment of linkages and cooperative endeavors with other research
and development institutions.

Section 3. Meetings. Meetings of the Council may be held at any

time upon the call of the Director General or any two (2) members of the
Council, monthly or as often as necessary, and for such purposes as may
be considered desirable in order to carry out its functions.

ARTICLE IV.B

FINANCE COMMITTEE

Section 1. Composition. The Board shall organize a Finance

Committee to be composed of seven (7) members, namely. the Treasurer,
the Deputy Director for Finance, the President, the Director General, and
three (3) other members who are trustees to be appointed by the Board.
The Treasurer shall be presiding officer of the Finance Committee.

Section2. Powers and Duties. The Finance Committee shall

oversee the management of the funds of the Foundation, its deposits and
money market placements or investments, and design measures for
proper fund management and control. lt shall institute and ensure the
conduct of proper auditing procedures, both internal and external. lt shall
review and approve accounting policies and procedures. lt shall see to
the judicious use, management, planning and utilization of all funds of the
Foundation. lt shall also review policies and procedures regarding
collection and remittance of dues, liens and other assessments, monitor
their implementation, and institute measures to ensure collection and
minimize receivables. lt shall review and approve the financial statements
and reports of the Foundation before the same is presented to the Board
for final approval. lt shall initiate and facilitate tapping of other sources of
funding for the various projects and programs of the Foundation.

Section 3. Meetings. Meetings of the Finance Committee may be

held at any time upon the call of the Treasurer or any two (2) members
thereof, as often as necessary but no less than once per quarter, and for
such purposes as may be considered desirable in order to carry out its
functions.

ARTICLE V

OFFICERS

Section 1. Officers. The officers of the Foundation shall be the

Chairman, a Vice Chairman, a President, a Secretary, a Treasurer, a
Director General, and Deputy Directors in such number as may be desired
including one each for Operations and for Finance. The Board may
appoint such other officers as it may deem desirable and such officers as
it shall hold office at the pleasure of the Board. lt may also appoint any
number of Vice Presidents as it may deem necessary.

Section 2. Term of Office. The Chairman, Vice Chairman,

President, Vice President, if any, Secretary, and Treasurer shall serve for
a term of one year and until their successors shall have been duly elected
and qualified. All other officers including the Director General, and the
Deputy Directors shall serve as may be provided in their respective
contracts, if any, unless sooner terminated in aecordance with law. ln the
absence of a contrac-t, they may serve until terminated in accordance with
applicable laws.

Section 3. Qualifications and Duties of Offieers.

a. Chairman The Chairman, who shall be a member of the
Board, shall call and preside at all meetings of the members of
the Foundation and of the Board and supervise all matters with
which the Board is concerned.

b. Vice Chairman. The Vice Chairman shall be chosen from

among the members of the Board shall perform the functions of
the Chairman in the absence or disability of the latter.

President The President, who shall be a member of the Board,

shall be the chief executive officer of the Foundation. He shall
have over-all responsibility for the execution of all resolutions
and/or decisions of the Board and shall have the power to sign

10
 all contracts and instruments binding the Foundation, be an ex-
officio member of all the committees, including the ExCom of
which he shall be the presiding officer, and perform such other
duties assigned to him by the Board or the ExCom. The
President need not be a fulltime officer or employee of the
Foundation but shall receive remuneration as may be set by the
Board. He shall exercises supervisory control over the Director
General in matters of policy and shall interpret the decisions
and/or policies of the Board to achieve the objectives for which
the Fqundation was established. \Mthout limiting the generality
of the foregoing, he shall ensure that research, development
and extension activities of the Foundation as carried out by the
Director General and his staff conform with said policies and
objectives. ln this regard, he shall also be responsible liaising
with leaders of the sugar industry and other concerned agencies
or institutions so that the activities of the Foundation can be
more responsive to the needs of the industry. The President,
however, shall not have direct operational control over the day
to day activities of the Foundation which shall be the main
responsibility of the Director General.

d. Vice President/s. T'he Board may appoint Vice Presidents in

such number as it may deem desirable who may or may not be
members of the Board. A Vice President may be required to
perform the functions of the President in the absence or
disability of the latter and shall discharge other duties that may
be assigned to him by the Board, the ExCom, or the President
from time to time.

e. Director General. The Director General who may or may not

be a member of the Board shall be the chief operating officer of
the Foundation. He shall have general control and supervision
over all its activities. He shall be directly responsible for the
conduct of research, development and extension activities and
have the power to hire and fire his subordinates, except the
Deputy Directors, the lnternal Auditor, if any, and the Chief
Accountant, in whose cases, he must first secure the conformity
of the President and/or the ExCom. He shall have direct
supervision and control over the day to day and operational
aspects of the activities of he Foundation. He shall perform all
other functions as may be delegated to him by the Board, the
ExCom, or the President. He shall be a member of the ExCom,
the Finance Committee, and the Sugar Development Council of
which he shall be the presiding officer. He shall submit to the
Board as soon as possible after the close of each fiscal year,
and to the members during the annual meeting, a complete

L1
 report of all the activities of the Foundation for the fiscal year
under his term. He shall also be responsible for the preparation
of the budget for the following fiscal year.

f. Deputy Directors. The Board may appoint such number of

Deputy Directors as it may deem desirable including one for
Finance and another for Operations. A Deputy Director, who
may or may not be a member of the Board, shall perform the
duties that may be assigned to him by the Board, the President
or the Director General. ln particular.

(i) The Deputy Director for Finance shall functionally report

to the Director General and in such capacity collect,
receive and take charge of the day to day management
of the funds, receipts and disbursements of the
Foundation. Under the general supervision of the
Treasurer, he shall safely keep all moneys, instrument of
value and evidences of property belonging to it, keep
accounts of all financial transactions and make annual
statements of the same, to be kept in the office or
headquarters of the Foundation for the benefit of the
members, exhibit the books, accounts, vouchers and
evidences of property whenever required to do so at any
meeting of the Board or of the ExCom, and perform such
other duties as may be assigned to him by the Board or
the ExCom at any regular or special meeting of the
same, or delegated to him by the Director General,
Treasurer or the Finance Committee. He may be
required to post a bond in such amount as may be fixed
by the Board.

(ii) The Deputy Director for Operations shall, in general,

assist the Director General in directing the operations of
the Foundation, and take charge of the particular area of
responsibility that may be assigned to him by the Board,
ExCom, President, or Director Generalfrom time to time.

(iii) The other deputy directors, if any, shall take charge of

the particular area of responsibility as may be assigned
to them by the Board, the ExCom, President or the
Director General, and perform such other duties as may
be required of them from time to time.

g. Secretary. The Secretary, who need not be a member of the

Board but a resident and citizen of the Philippines, shall give all
the notices required in this By-laws and keep the minutes of all

12
 the meetings of the Board in a book kept for the purpose. He
shall keep the seal of the Foundation and affix such seal in any
paper or instrument requiring the same. He shall have custody
of all the correspondence, files and other papers required to be
kept by the Secretary. He shall maintain the members' roll or
register and perform such other duties as the Board may assign
to hirn from time to time.

h. Treasurer. The Treasurer, who shall be a member of the

Board, shall have general supervision and control over the fiscal
affairs of the Foundation. He shall be responsible for the over-
all management of its funds, efficient collection of receipts and
proper control of disbursements as well as institute such
measures that will ensure the safe custody of the instruments of
value, evidences of property and books of account belonging to
the Foundation. At the close of each fiscal year, he shall render
to the Board of Directors a report on the financial condition of
the Foundation. He shall be a member of the ExCom, and the
Finance Committee of which he shall be the presiding officer.

i. Other Officers. The other officers of the Foundation shall have

the duties and exercise the powers that generally pertain to their
respective offices and positions, as well as such other duties
and powers as may be prescribed from time to time by the
Board, the ExCom, or the President.

The Board shall appoint an external auditor whose duty it shall be

to examine the books and accounts of the Foundation annually, or oftener
if requested by the Board and report thereon to the Foundation at the
annual meeting of the members. The external auditor shall also perform
such other functions as may be provided for by the Board or the ExCom.

ARTICLE VI

DISSOLUTION

Section 1. Dissolution. The Foundation shall be dissolved upon

the expiration of the corporate life as provided for in the Articles of
lncorporation unless otherwise extended in accordance with law. lt may
be dissolved upon a vote of at least twothirds {213) of all the members
entitled to vote at an annual meeting or at a special meeting called for the
purpose.

Section 2. Distribution of Assets and Settlement of Obligation.

Upon dissolution of the Foundation, all its assets shall be distributed in

1"3
accordance with law, and all obligations shall be paid out of the following
in the order specified:

a. Operating or general funds;

b. Properties acquired with general funds;
c. Funds or Properties acquired through special assessments; and

d. Other funds or properties.

Section 3. Division of Assets Among Members. After payment

of all obligations, the remaining assets of the Foundation after dissolution
shall be donated to another nonprofit domestic corporation organized for a
similar purpose or purposes as may be chosen by a vote of two-thirds
(2/3) of the members entitled to vote, or to any government agency related
to the sugar industry, or will be distributed by a court to another
organization to be used in such manner as in the judgment of said court
shall best accomplish the general Burpose for which the dissolved
Foundation was organized.

Section 4. Disqualification. Any member who has ceased to be

a member of the Foundation for cause prior to the dissolution of the
Foundation shall forfeit all his rights and interests in the Foundation and
shall not be entitled to participate in the division of its assets.

ARTICLE VII

MISCELLANEOUS PROVISIONS

Sec. 1, Fiscal Year. The fiscal year of the Foundation shall begin
on September 1"t of each year and shall end on August 3't"t of the ensuing
year.

Section. 2 Dry Seal. The Foundation shall have a dry seal in such
form and design as the Board may determine.

Section 3.
Membership Certificates. Membership certificates
may be issued in such form and in the manner determined by the Board"

Section 4. Non-transferability of Membership. Membership in

the Foundation may not be assigned or transferred and shall not be
subject to execution, attachment or other legal processes.

14
 ARTICLE VIII

AMENDMENTS

Section 1. Amendments. This By-Laws, or any provision thereof,

may be amended or repealed by a majority vote of the Board and
approved by twothirds (2/3) of all the members entitled to vote, at any
regular or special meeting duly held for the purpose; provided, that the
members may, by a vote of twothirds (2/3) of all its members entitled to
vote, delegate to the Board the power to amend or repeal the By-laws or
adopt new By-laws; provided further, that any such delegation shall be
considered revoked upon a majority vote of all the members entitled to
vote at any regular or special meeting.

ARTICLE IX

ADOPTION CI-AUSE

The foregoing By-laws was adopted by all the members of the

Foundation on the 31"t day of July 1995 in Makati City, Philippines.

lN WITNESS WHEREOF,,we the undersigned members present at

said meeting and voting thereat in favor of the adoption of said By-laws
have hereunto subscribed our names this 31"t day of July 1995 at Makati
City, Philippines.

{Signed) (Signed)
ANTONIO G, PACHECO JOSE MA. Z. SILVA IV
TtN-114-948-107 TIN-113-992-544

(Signed) (Signed)
JAMES L. LEDESMA RICHARD A. LACSON
TIN-112-987-598 TIN-1A3-474-339

(Signed) (Signed)
ROBERTO J. CUENCA BERNARDO C. TREBOL
TIN-570-106-1 15 TIN-113-644-150

(Signed) (Signed)
SANTIAGO Z- URETA PEDRO E. ROXAS
TIN-100-425-422 TIN-104-738-16s

(Signed) (Signed)
GERARDO B. JAVELIANA TIMOTEO Y. CONSING, JR.
TIN-140-415-81 1 TIN-540-151-31 1-038

L5
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' (Signed) (Sisnedi
JOSE MARI M. MIRANDA JULIO OROZCO
TtN-102-661-597 TtN-117-347-039

(signed)
REMO B. RAMOS
TIN-130-309-964

16