Beruflich Dokumente
Kultur Dokumente
OF
FIRST PHILIPPINES LEGACY, INC.
We, the undersigned incorporators, all of legal age and majority of whom are
residents of the Philippines, have this day voluntarily agreed to form a stock corporation
under the laws of the Republic of the Philippines.
PRIMARY PURPOSE
B. That the Corporation shall have all the express powers of a corporation as
provided for under Section 36 of the Corporation Code of the Philippines.
SECONDARY PURPOSES
1. To purchase, acquire, own, lease sell and convey to the extent allowed by law,
property of every kind and description as may be necessary or incidental to the
conduct of its corporate business.
2. To invest in other companies and enter into joint venture agreements with any
company, partnership, persons or government entities, domestic or foreign, for the
advancement of its interest and in carrying out its primary purpose;
3. To establish and operate branch offices or agencies to carry out any or all of its
operation and business without any restriction as to place or amount;
4. To do and perform all acts and things necessary or incidental to the
accomplishment of the foregoing purposes or the exercise of any or all the powers of
a corporation for the benefit of this corporation and its stockholders.
Article III That the place where the corporation shall have its principal
office is at:
Article VI: That the number of directors of said corporation shall be five (5)
and that the names, nationalities, and residences of the first directors of the corporation,
majority of whom are residents of the Philippines, who are to serve until their successors
are elected and qualified as provided by the bylaws are as follows:
Article VII: That the authorized capital stock of said corporation is EIGHT
MILLION PESOS (PHP 8,000,000.00), in lawful money of the Philippines, divided into
FIVE THOUSAND (5,000) common shares worth FIVE HUNDRED THOUSAND
(500,000.00) and SEVENTY FIVE THOUSAND (75,000) preferred shares worth
SEVEN MILLION FIVE HUNDRED THOSUAND PESOS (Php 7,500,000.00) both
with the par value of ONE HUNDRED PESOS (PHP100.00) per share.
A. PREFERRED STOCK
(1) Designation
The preferred shares will have a par value of One Hundred Pesos
(100.00) per share (the “Preferred Stock”).
The Preferred Stock will rank, with respect to dividend rights and with
respect to rights in liquidation, distribution of assets upon winding up and
dissolution on the Corporation, as applicable, senior to the common stock of
the Corporation (the “Common Stock”), as provided herein.
(3) Dividends
(b) In case the Corporation shall declare dividends over and above
the amount required to pay Preferred Dividends, the Preferred Stock is hereby
declared to be “participating”, such that holders of Preferred Stock shall share
in the distribution of the amounts in excess (i.e., amounts that remain after
payment of the Preferred Dividends), pro rata, together with the holders of
Common Stock and any other preferred shares issued subsequent to the
Preferred Stock (the “Participating Dividends”). The base for determining the
pro rate share shall be the par value of the different classes or series of stock.
Provided, however that in cases of redemption under subsection 9 of Article
VII (A), the Preferred Stock subject of redemption shall be “non-participating”
and shall no longer be entitled to participating Dividends still to be declared or
those already declared but unpaid at the time of redemption.
(4) Liquidation
(5) Voting
(7) Convertibility
(a) The Preferred Stock shall, at the option of the holder thereof, be
convertible into Common Stock, Such conversion shall not be subject to any
pre-emptive right or right of first refusal of the holders of the Common Stock.
(e) The conversion shall be on a one on one (1:1) ratio, with one
share of Common Stock equivalent to a share of Preferred Stock.
(f) Throughout the period during which the Preferred Stock are
outstanding and eligible for conversion, the Corporation shall reserve and
continue to reserve out of the authorized but unissued Common Stock, or any
Common Stock held in treasury, sufficient shares of Common Stock to permit
the conversion at any time of the outstanding Preferred stock. Where upon
receipt of a Notice of Conversion there is no sufficient unissued or treasury
Common Stock necessary to honor the right of conversion, the Corporation
shall thereupon, but in no case longer than three (3) months after receipt of the
Conversion Notice, amend its Article of Incorporation and increase its capital
stock in order to honor the Conversion Notice, and thereby convert the number
of
The Common Stock shall not enjoy tag-along rights or first refusal
rights with respect to any disposition, sale or transfer of the Preferred Stock.
(1) Dividends shall be payable on the basis of, and in proportion to, capital
stock subscription. No stock certificate may be issued in respect of any
subscription until the full amount of stock subscription has been fully paid. In
no case shall dividends be declared that will impair the capitalization of the
Corporation.
(4) The right of preemption under subparagraph (2) and the right of first
refusal under subparagraph (3) of this Article may be assigned by a
stockholder in favor of another stockholder of the Corporation or an affiliate
(as herein defined) of such assigning stockholder. The Assignment may
embrace all or part of the shares covered by such right. Any such stockholder
shall serve on the other stockholders written notice of such assignment,
including the identity of the assignee, at least fifteen (25) days prior to the
expiration of the Option Period or the period set for the exercise of preemptive
rights as the case may be. Within fifteen (15) days after receipt of such notice
of assignment, an objecting stockholder shall notify in writing the assigning
stockholder, in which event the Option Period or other applicable period shall,
as to such assigning stockholders, be extended by fifteen (15) days. During
such extended period, if the assigning stockholder should make a further
assignment in favor of another third person, the assigning stockholder shall
notify the other remaining stockholder and the Offeror in the manner above
prescribed.
(7) In the event a stockholder shall sell or transfer any of his shares in
order to comply with any applicable constitutional, statutory or regulatory
provision prescribing a nationality requirement for stock ownership, the
restrictions under subparagraph (3) hereof shall apply to such sale or transfer.
In the event a stockholder shall be prevented from exercising such
stockholder’s right of preemption pursuant to subparagraph (2) hereof by
virtue of any such constitutional, statutory or regulatory provision, such
stockholder shall be free to assign such right to a third person, qualified as to
nationality or citizenship, without need of complying with the corresponding
restrictions under subparagraph (3) hereof.
In the event all other stockholders of the Corporation (aside from Mr. Michael
K Ackland) intends to transfer any of their shares to a third party (other than
transfer to affiliates), such stockholder shall notify in writing Michael K
Ackland of such transfer and its terms and conditions. Within thirty (30) days
of the date of such notice, and if Mr. Michael K Ackland shall otherwise have
decided not to exercise his right of first refusal as embodied in subparagraph
(3) of this Article, Mr. Michael K Ackland shall notify such stockholder if he
elects to participate in such transfer. Upon notice, Mr. Michael K Ackland
shall have the right to sell such third party transferee, at the same price and on
the same terms as such stockholder, an amount of shares equal to the number
of shares of stock the third party actually proposes to purchase multiplied by a
fraction, the numerator of which shall be the number of shares of stock owned
by such stockholder and denominator of which shall be the aggregate number
of shares of stock owned by such stockholder and Mr. Michael K Ackland.
C. VOTE REQUIREMENTS
Unless the law shall provide for a higher vote, the affirmative vote of
at least a majority of the members of the Board of Directors and the
stockholders of the Corporation representing at least two-thirds (2/3) of the
outstanding capital stock, inclusive of the Preferred Stock, of the Corporation,
shall be necessary for each of the following corporate actions:
A. Common Shares
In Witness Whereof, we have hereunto set our hands this ____ day of
_______________________, at _______________, Philippines.