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 ARTICLES OF INCORPORATION
OF ISKOOL MORENO
UNIVERSITY, INC.

KNOW ALL MEN BY THESE PRESENTS:

That we, all citizens and residents of the Philippines have this day voluntarily associated
ourselves together for the purpose of forming a corporation under the laws of the Republic of Philippines.
AND WE HEREBY CERTIFY THAT:
FIRST – The name of the corporation shall be:
ISKOOL MORENO UNIVERSITY
SECOND – The purposes for said corporation is formed are:
a) To establish and conduct a university including enhanced basic education programs namely:
kindergarten education, elementary education, and secondary education programs inclusive of
junior high school and senior high school education, collegiate and post graduate courses; to
provide courses of study of university grade for business, classical, mathematical, scientific,
technical and technological, engineering, and general courses of study; to develop continuing
education programs at all levels catered including academic offerings, personal enrichment, and
professional licensing courses; to provide the holding of lectures, exhibitions, and conferences
adapted to advance a holistic education suited for the modern day and age; to grant diplomas,
titles, and degrees as may be authorized by the government and the laws; develop new
undergraduate and graduate academic programs consistent with the mission and goals of the
university;

b) To purchase, build, lease, construct, acquire lands, buildings, and offices as may be necessary or
useful to carry out the objects and purposes of the corporation and under its name;

c) To do all such other things and to transact all business as may be directly or indirectly incidental
or conducive to the attainment of the above purposes;

d) To do and perform such various acts permitted by the laws of the Philippines unto corporation of
like classes and kinds;

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 e) To assume, guarantee, act as surety, endorse or otherwise become directly or contingently liable,
whether as principal, surety, grantor or co-debtor, for or in connection with any debt or other
obligations of any subsidiary in which the Corporation owns at least seventy five percent (75%)
of the outstanding voting capital stock of such subsidiary.

THIRD - The principal office of the corporation shall be located at Aurora Blvd., Carriedo,
Manila
FOURTH - The term for which said corporation is to exist is perpetual years from and after the
date of incorporation which is May 30, 2020.
FIFTH - The names. residences and citizenship of the incorporators of said corporation are as
follows:

Names Whose Residence is at

Danica Aguirre 1771 Sheridan St. Manila
Katrina Andaliza 201 Mayhaligue St., Manila
Rona Anyog 317 Alvarez St., Manila
Kayla Baguilat 986 Lacson Ave., Manila
Ezra Barrantes 41 Pedro Gil St., Manila
Bernardine Bering 654 Padre Damaso St., Manila
Camille Bugtas 5143 Padre Florentino St., Manila
Catherine Calusa 7286 Plaza Mayor St., Manila

SIXTH – That the number of Trustees of said corporation shall be eight (8) and that the names
and residences of the trustees of the corporation who are to serve until their successors are elected and
qualified as provided by the by-laws, are as follows, to wit:

Names Whose Residence is at

Danica Aguirre 1771 Sheridan St. Manila
Katrina Andaliza 201 Mayhaligue St., Manila
Rona Anyog 317 Alvarez St., Manila
Kayla Baguilat 986 Lacson Ave., Manila
Ezra Barrantes 41 Pedro Gil St., Manila
Bernardine Bering 654 Padre Damaso St., Manila
Camille Bugtas 5143 Padre Florentino St., Manila
Catherine Calusa 7286 Plaza Mayor St., Manila

SEVENTH – That the capital stock of the said corporation is Eight Hundred Million Pesos (800,
000, 000), Philippine Currency. Divided into Eighty Million (80,000,000) shares at the par value of Forty
Pesos (P40.000) per share.

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 EIGHTH – That the amount of said capital stock which has actually been subscribed is TWENTY
FOUR MILLION AND TEN THOUSAND PESOS (Php 24,010,000), and the following persons have
subscribed for the number of shares and capital stock set out after their respective names:

Name Residence No. of shares Amount of Amount paid

subscribed capital
subscribed
Danica Aguirre 1771 Sheridan St. 50,000 2,000,000 Php 1,000,000
Manila
Katrina Andaliza 201 Mayhaligue 50,000 2,000,000 Php 1,000,000
St., Manila
Rona Anyog 317 Alvarez St., 50,000 2,000,000 Php 1,000,000
Manila
Kayla Baguilat 986 Lacson 50,000 2,000,000 Php 1,000,000
Ave., Manila
Ezra Barrantes 41 Pedro Gil St., 50,000 2,000,000 Php 1,000,000
Manila
Bernadine Bering 654 Padre 45,000 1,800,000 Php, 1,000,000
Damaso St.,
Manila

Camille Bugtas 5143 Padre 45,000 1,800,000 Php 800,000

Florentino St.,
Manila
Cathy Calusa 7286 Plaza Mayor 40,000 1,600,000 Php 800,000
St., Manila
Kathlyne 125 Dapitan St., 10,000 400,000 Php 100,000
Crisostomo Manila
Abigail 125 Dapitan St., 50,000 2,000,000 Php 100,000
Crisostomo Manila
Eunice Cruzado 235 Sampaloc St., 10,000 400,000 Php 100,000
Manila
Mark Cruz 236 Kaimito St., 10,000 400,000 Php 80,000
Karangalan
Village, Manila
Michael 230 Kaimito St., 10,000 400,000 Php 150,000
Eustaquio Karangalan
Village, Manila
Imelda Fegarido 9213 Padre Faura 5,000 200,000 Php 50,000
St., Manila
Total: 21,000,000 8,180,000

NINTH – That KAYLA BAGUILAT has been elected by the subscribers as Treasurer of the
Corporation to act as such until after the successor is duly elected and qualified in accordance with the
bylaws, that as Treasurer, authority has been given to receive in the name and for the benefit of the
corporation, all subscriptions, contributions or donations paid or given by the subscribers or members,
who certifies the information set forth in the seventh and eighth clauses above, and that the paid-up
portion of the subscription in cash and/or property for the benefit and credit of the corporation has been
duly received.

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 TENTH – That the incorporators undertake to change the name of the corporation immediately
upon receipt of notice from the Commission that another corporation, partnership, or person has acquired
a prior right to the use of such name, that the name has been declared not distinguishable from a name
already registered or reserved for the use of another corporation, or that it is contrary to law, public
morals, good customs, or public policy.

IN WITNESS WHEREOF, we have hereunto signed these Articles of Incorporation, this 19 th day
of May, 2020 in the City of Manila, Republic of the Philippines.

DANICA AGUIRRE KATRINA ANDALIZA

RONA ANYOG KAYLA BAGUILAT

EZRA BARRANTES BERNADINE BERING

CATHERINE CALUSA CAMILLE BUGTAS

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Republic of the Philippines)
City of Manila ) S.S.

SECRETARY’S CERTIFICATE

I, RONA ANYOG of legal age, Filipino, being the duly elected and qualified Corporate
Secretary of ISKOOL MORENO UNIVERSITY, INC., a corporation duly organized and
existing under the laws of the Philippines, with office address at Aurora Boulevard, Carriedo,
Manila under oath, do hereby certify that at the special meeting of the Board of Directors of the
Corporation held on 27th of April 2020 the following resolution was unanimously adopted:

“RESOLVED, that effective immediately, RONA ANYOG is hereby constituted as the

authorized or official representative of the Corporation in all its transactions or dealings with the
ISKOOL MORENO UNIVERSITY, INC., with full power and authority to exercise all rights
and privileges accorded to the Corporation as a member of ISKOOL MORENO UNIVERSITY.
INC., including, but not limited to, the right to vote or appoint a proxy for the Corporation, and
be considered as the Corporation’s nominee for election to ISKOOL MORENO UNIVERSITY,
INC., Board of Trustees.

RESOLVED, FURTHER, that the foregoing appointment shall remain in effect until it is
revoked by the Corporation and such revocation is communicated in writing to ISKOOL
MORENO UNIVERSITY INC.,”.

IN WITNESS WHEREOF, I have hereunto affixed my signature this 03rd day of May, 2020 at
Manila, Philippines.

Corporate Secretary

Subscribed and Sworn to before me this 03rd day of May 2020 at Manila,
Philippines affiant exhibited to me his CTC No. 71818363 issued at Makati City,
Philippines on A17th day if April 2014.

Notary Public

Doc. No. 56
Page No. 1
Book No. 3______

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Series of 2020

Republic of the Philippines)

City of Manila ) S.S.

TREASURER’S AFFIDAVIT

I, RONA ANYOG, being first duly sworn deposed and state:

That I was duly elected by the subscribers named in the foregoing Articles of Incorporation of
Iskool Moreno University, Inc. as Treasurer of the Corporation until successors has been duly elected
and qualified in accordance with the By-Laws Corporation, and that as such Treasurer I have been
authorized by the subscribers to receive for the corporation all subscriptions paid in by the subscriber
for the capital stock; that out of the authorized capital stock of Eight Hundred Million Pesos
(P800,000,000.00), the amount of Twenty-Four Million and Ten Thousand Pesos (P24,010,000.00)
subscribed and the amount Six Million, Two Thousand and Five Hundred Pesos has been actually paid to
him for the benefit and to the credit of the Corporation; that at least twenty five per cent (25%) of the
entire number capital stock has been subscribed and at least 25% or such subscription has been paid to
him tor the benefit and to the credit of the corporation.

That in case the said paid-up capital is not deposited nor withdrawn prior to approval of the
Articles of Incorporation, I, in behalf of the named corporation, waive our right to a notice and hearing
in the revocation of our certificate of incorporation.

SUBSCRIBED AND SWORN TO before me this 31 st day of May 2020, Manila, Philippines, affiant
exhibiting to me his TIN No. 161-589-322-000'

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Doc. No. 7;
Page No. 3 ;
Book No. 4 ;
Series of 2020.

Republic of the Philippines

Department of Education
DepEd Complex, Meralco Ave., Pasig City

1st Indorsement
May 15, 2020

Respectfully referred to the Honorable Undersecretary Atty. Josephine G.

Maribojoc, Department of Education, DepEd Complex, Meralco Avenue, Pasig
City, Metro Manila, interposing no objection to the Articles of Incorporation and
By-Laws of ISKOOL MORENO UNIVERSITY, INC., appearing that it does
not suffer from legal infirmity. Provided, that it shall adhere to the provision of the
Revised Manual of Regulations for Private Schools in Basic Education,
particularly on the intended basic education course prior to offering otherwise
administrative sanction will be imposed.

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 Dr. Malcolm S. Garma
Regional Director

Republic of the Philippines

OFFICE OF THE PRESIDENT
COMMISSION ON HIGHER EDUCATION

Tracking No. 17235-20

1st INDORSEMENT
Date: May 15, 2020

Respectfully referred to Director Gerardo F. Del Rosario, Securities and Exchange

Commision, SEC Bldg., EDSA, Greenhills, City of Mandaluyong, Metro Manila, the attached
Articles of Incorporation of ISKOOL MORENO UNIVERSITY, INC., Aurora Blvd., Carriedo,
Manila, to which this Office interposes no objection thereto; provided that this shall not be
construed as a grant of authority to operate any collegiate course/degree/program without
obtaining the required grant/permit from the Commission on Higher Education; provided further,
that until a permit is granted by the Commission to the ISKOOL MORENO UNIVERSITY,
INC., the institution shall not cause the publication and advertisement of its program/course in
violation of Sec. 13, Rule III Part III, Rules and Regulations for the Implementation of Batas
Pambansa Blg. 232 (School Advertisement); that it shall not accept any enrollees pending the
application for any permit to operate any course; provided finally, that operation, administration

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and management of the school shall be subject to existing laws, rules and regulations, and
policies and standards of the Commission on Higher Education, pursuant to Republic Act No.
7722 otherwise known as the “Higher Education Act of 1994,” and the applicable provisions of
Batas Pambansa Blg. 232, otherwise known as the “Education Act of 1982”.

FOR THE COMMISSION:

ATTY. CARMELITA Y. SISON

OIC DIRECTOR IV
Legal and Legislative Service

1st Indorsement
May 31, 2020

Respectfully, endorsed to the Chairman, Securities of Exchange Commission, Secretariat

Building, PICC Complex, Roxas Boulevard, Pasay City (ATTN: MR. FERDINAND B. SALES,
Director, Corporate and Partnership Division), the herein attached Articles of Incorporation and By-Laws
of ISKOOL MORENO UNIVERSITY, INCORPORATED with business address at Aurora Boulevard,
Carriedo, Manila without action as the intent and purpose of said institution is “to include Iskool Moreno
University’s authority to undertake a guarantee, act as surety, endorse or otherwise become directly or
contingently liable whether as principal, surety, guarantor or co-debtor for or in connection with any debt
or other obligations of any subsidiary in which the corporation own atleast seventy-five percent (75%) of
the outstanding capital stock of such subsidiary” under Article second of its article of incorporation which
is NOT WITHIN THE JURISDICTION AND AUTHORITY OF TESDA UNDER ITS EXISTING
RULES AND REGULATIONS.

(Sgd)
ANTOINETTE MA. G. CARDASTRO

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 District Director

BY-LAWS OF
ISKOOL MORENO
UNIVERSITY, INC.

ARTICLE I

CORPORATE OFFICE

SECTION 1 – The main office of the ISKOOL MORENO UNIVERSITY, INC. shall be
located at the City of Manila, at the principal place of business of said corporation in said city,
or at such other place in said as the Board of Directors may, from time to time, determine and
fix.

ARTICLE II

MEETINGS

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 SECTION 1. PLACE OF MEETINGS – All meetings of the stockholders of the
corporation shall be held at the office of the corporation as above defined. All meetings of the
Board of Directors of the corporation shall be held at the office of the corporation as above
defined or in such place as may be designated from time to time by the Chairman of the Board
or by at least a majority of the Board of Directors.

SECTION 2. ANNUAL MEETING – The annual regular meeting of the stockholders,

for the purposes of electing directors and for the transaction of the said business as may
properly come before the meeting, shall be held on the first Monday of January at the principal
office of the corporation or in such other place in the city where the principal office of the
corporation is located as provided in the notice. If the annual meeting falls on legal holiday, the
annual meeting shall be held on the next business day.

SECTION 3. SPECIAL MEETING – Special meetings of the stockholders may be called

by the Chairman of the Board at the latter’s discretion, or may be called at the request in writing
to the Chairman of the Board, signed by the majority of the Board of Directors or by two or
more registered stockholders owning at least one-fourth of the issued and outstanding shares
entitled to vote.

SECTION 4. PROXIES – Stockholders may vote at all meetings either in person or by

proxy duly given in writing in favour of any person and presented to the Secretary for
inspection and record at least twenty-four hours before the time set for the meeting.

SECTION 5. VOTING – Voting upon all questions at all meetings of the stockholders
shall be made by hares of stock and not per capita or otherwise, each share of stock being
counted as one vote.

SECTION 6. QUORUM – Unless otherwise provided by law, in all regular or special

meeting of stockholders, a majority outstanding capital stock must be present or represented in
order to constitute a quorum. If no quorum is constituted, the meeting shall be adjourned until
the requisite amount of stock shall be present. 

SECTION 7. ELECTION - All election of Directors shall be conducted in the manner

provided by the corporation law of the Philippines under its general provisions and with such
formalities and machinery as the officer presiding the meeting shall then and there prescribe.

Nine Directors shall be elected every year.

SECTION 8. NOTICE OF MEETING - Written notice of the annual meeting of the

corporation shall be mailed to each registered shareholder at the address, within the

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Philippines, which said shareholder shall have registered for the purpose. Said notice shall be so
mailed at least fifteen days prior to the date of said meeting. No notice shall be required to be
sent to any address outside the Philippines.

SECTION 9. NOTICE OF SPECIAL MEETING - A written notice stating the day, hour
and place of the meeting and the general natures of the business to be transacted shall be sent to
each stockholder registered at the central office of the corporation at least ten days inclusive of
the day of mailing, before the date of every special meeting, directed to the address within the
Philippines, which the said stockholder have registered for the purpose.

SECTION 10. CONDUCT OF MEETING - Meeting of the stockholders shall be

presided over by the President, or in his absence, by a chairman to be chosen by the
stockholders. The Secretary, shall act as Secretary of every meetings, but if not present, the
chairman of the meeting shall appoint a secretary of the meeting. 

ARTICLE III

BOARD OF DIRECTORS

SECTION 1. NUMBER AND QUALIFICATIONS – The member of the board shall be

eight (8). No person shall be elected as a director unless he possessed the following:

a. He must own at least one share of the capital stock of corporation in his own name;
b. He must not have been convicted by final judgement of an offense punishable by
imprisonment for a period not exceeding six (6) years or a violation of Corporation
Code committed within five (5) years prior to date of his election; and
c. He must be of legal age.

If any director ceased to be stockholder of record, his term of office shall be terminated.

Directors shall be elected annually by the stockholders for a term of one (1) year and
shall serve until his successor shall have been elected and qualified, or until his death, or until
his resignation, or until his removal in the manner provided under Section 27 of the
Corporation Code and rules and regulations that may be promulgated by the Securities and
Exchange Commission.

SECTION 2. POWERS OF THE BOARD OF DIRECTORS - Unless otherwise provided

by law, the corporate powers of the corporation shall be exercised, all business conducted and
all property of the corporation controlled and held by the Board of Directors to be elected by
and from among the stockholders. Without prejudice to such powers as may be granted by law,
the Board of Directors shall also have the following powers:
 

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 (a) From time to time, to make and change rules and regulations not inconsistent with these
by laws for the management of the corporation's business and affairs;
(b)To purchase, receive, take or otherwise acquire for and in the name of the corporation,
any and all properties, rights or privileges, including securities and bonds of other
corporations, for such consideration and upon such terms and conditions as the Board
may deem proper or covenant;
(c) To invest the funds of the corporation on other corporations or for purposes other than
those for which the corporation was organized, subject to such stockholders' approval as
may be required by law;
(d To incur indebtedness as the Board may deem necessary, to issue evidence of
) indebtedness including and without limitation to notes, deeds of trust, bonds,
debentures, or securities, subject to such stockholders' approval as may be required by
law, and/ or pledge, mortgage, or otherwise encumber all or part of the properties of the
corporation;
(e) To establish pension, retirement, bonus, or other types of incentive or compensation
plans for the employees, including officers and directors of the corporation;
(f) To prosecute, maintain, defend, compromise or abandon any lawsuit on which the
corporation or its officers is either plaintiff or defendant in connection with the business
of the corporation;
(g)To delegate, from time to time, any of the powers of the Board which may be delegated
the course of the current business of the corporation to any standing or special committee
or to any officer or agent and to appoint any person to be agent of the corporation with
such powers and upon such terms as may be deemed fit;
(h)To implement these by-laws and to act on any matter not covered by these by-laws,
provided such matter does not require the approval or consent of the stockholders under
the Corporation Code.

SECTION 3. VACANCIES OR REMOVAL OF DIRECTOR - Any vacancy occurring in

the board of directors or trustees other than by removal or by expiration of term may be filled
by the vote of at least a majority of the remaining directors or trustees, if still constituting a
quorum; otherwise, said vacancies must be filled by the stockholders or members in a regular or
special meeting called for that purpose.

When the vacancy is due to term expiration, the election shall be held no later than the
day of such expiration at a meeting called for that purpose. When the vacancy arises as a result
of removal by the stockholders or members, the election may be held on the same day of the
meeting authorizing the removal and this fact must be so stated in the agenda and notice of said
meeting. In all other cases, the election must be held no later than forty-five (45) days from the
time the vacancy arose. A director or trustee elected to fill a vacancy shall be referred to as

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replacement director or trustee and shall serve only for the unexpired term of the predecessor in
office.

However, when the vacancy prevents the remaining directors from constituting a
quorum and emergency action is required to prevent grave, substantial, and irreparable loss or
damage to the corporation, the vacancy may be temporarily filled from among the officers of
the corporation by unanimous vote of the remaining directors or trustees. The action by the
designated director or trustee shall be limited to the emergency action necessary, and the term
shall cease within a reasonable time from the termination of the emergency or upon election of
the replacement director or trustee, whichever comes earlier. The corporation must notify the
Commission within three (3) days from the creation of the emergency board, stating therein the
reason for its creation.

Any directorship or trusteeship to be filled by reason of an increase in the number of

directors or trustees shall be filled only by an election at a regular or at a special meeting of
stockholders or members duly called for the purpose, or in the same meeting authorizing the
increase of directors or trustees if so stated in the notice of the meeting.

In all elections to fill vacancies under this section, the procedure set forth in Sections 23
and 25 of this Code shall apply.

SECTION 4. MEETINGS – The Board of Directors shall designate the days when it shall
meet in session, but it shall meet at least once each calendar quarter. It may be convened in
special session by the chairman or at the request of two (2) directors.

SECTION 5. QUORUM – A majority of the Directors shall constitute a quorum for the
holding of a meeting and any resolution by a majority of the quorum duly convened in session
shall be valid as a corporate act.

SECTION 6.MEETINGS BY TELECONFERENCE, VIDEOCONFERENCE OR

SIMILAR MODES - Meetings of the Board may be called and held by teleconferencing,
Videoconferencing or through similar modes of modern communication technology in
accordance with Memorandum Circular No. 15 of the Securities and Exchange Commission
("SEC") or such other rules and regulations as may be promulgated in respect thereof from time
to time by the SEC. In addition to the secretary of such meeting maintaining written minutes,
such meetings shall be properly recorded in tapes, disc and/or other recording materials and
such materials shall be properly stored for safekeeping.

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 SECTION 7. COMPENSATION - By resolution of the Board, each director shall receive
a reasonable per diem allowance for his attendance at each meeting of the Board. As
compensation, the Board shall receive and allocate an amount of not more than ten percent
(10%) if the net income before income tax of corporation during the be preceding year. Such
compensation shall be determined and apportioned among the directors in such manner as the
Board may deem proper, subject to the approval of stockholders representing at least a majority
of the outstanding capital stock at a regular or special meeting of the stockholders.

ARTICLE IV

OFFICERS

SECTION 1. ELECTION/APPOINTMENT - Immediately after their election, the Board

of Directors shall formally organize by electing its Corporate Officers. The Corporate Officers of
the corporation shall include the Chairman of the Board, Vice Chairman, Treasurer and
Secretary.

Any two (2) or more positions may be held concurrently by the same person, except that
no one shall act as President and Treasurer at the same time.

SECTION 2. CHAIRMAN OF THE BOARD - The Chairman of the Board of Directors

who shall be selected by the Board from their own number shall be the Chief Executive Officer
of the University. He shall preside at all meetings of stockholders and Trustees and shall
exercise general supervision of the affairs of the corporation. He shall see to it that all
resolutions of the Board are duly carried out. He shall countersign all stock certificates of the
corporation.

SECTION 3. VICE CHAIRMAN - The Vice Chairman of the Board of Directors shall,
likewise, be selected by the Board of Trustees from their own number. He is vested with all the
powers and authority, and is required to perform all the duties of the Chairman of the Board
during the absence or inability of the latter for any cause. The Vice Chairman may also accept
any assignment in connection with the University administration that the Board may entrust to
him.

SECTION 4. TREASURER - The Treasurer shall be appointed by the Board of Directors

from among the stockholders of the corporation. Subject to the authority of the Board of
Directors, he shall keep full and accurate account of receipt and disbursements and of other

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business transactions and shall be the custodian of the funds and properties of the corporation.
He shall maintain liaison with the Controller for the purpose of establishing control over the
disbursements, preparing and controlling payrolls, obtaining information on cash positions,
obtaining values for financial projections and similar activities.

The Treasurer shall be concerned with broad policies on the custody of funds, borrowing, and
bank relationships and shall be:

1. Accountable for custodianship of all cash funds and all financial assets of the University
while directing the handling of cash receipts, disbursements and balances and other related
procedures.

2. Responsible for income receipts and receivables from tuition fees, deposits and other income,
the University's investment portfolio and other trust funds and temporary investments of excess
operating funds, the programming of disbursements of the University through purchase orders
for equipment, supplies and services, and for projecting financial needs and borrowing of
funds.

3. Responsible for the preparation of the daily cash position report and cash flow statements, for
determining available operating funds for borrowing funds when required to meeting
operating or capital improvement expenses, and for making temporary investments approved
by the Board of Directors.

4. Responsible for the custodianship of the University's real estate properties, the safekeeping of
securities and real estate documents, the depositing of funds in banks designated by the Board
of Directors, the payment of all debts and obligations duly approved for payment, all taxes,
both income and real estate, and the adequate insurance coverage of the properties of the
university, the selection of reliable insurance companies, and the payment of insurance
premiums for such coverage upon approval by the Board of Trustees.

The Treasurer shall perform such other duties as may be assigned to him from time to time by
the Board of Directors through the Chairman of the Board.

SECTION 5. SECRETARY - The Board shall appoint the Secretary. The Secretary shall
perform all duties generally devolving upon his position such as affixing his signature on all
stock certificates of the corporation and such other duties as may be assigned to him by the
Board of Directors.

SECTION 6. PRESIDENT OF THE UNIVERSITY - The President shall be appointed by

the Board of Directors from their own number. He shall be the Chief Operating Officer and shall
direct and administer the academic affairs of the University. He shall also perform such other
functions and duties as the Board or the Chairman may prescribe and delegate.

SECTION 7. VICE PRESIDENT - If one or more Vice Presidents are appointed, he/they
shall have such powers and shall perform such duties as may from time to time be assigned to
him/them by the Board of Directors or by the Chairman.

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 SECTION 8. VICE PRESIDENT FOR ACADEMIC AFFAIRS - The Vice President for
Academic Affairs shall be appointed by the Board of Directors. Subject to the authority of the
Board of Directors he shall generally assist the President in the planning and execution of the
academic activities of the University and shall assume all the academic powers and functions of
the President in the absence or inability of the latter for any cause. It shall be the primary
function of the Vice President for Academic Affairs to foster and nurture the growth of
excellence of the University and toward this end shall encourage and promote new programs
and improve existing ones, propose educational changes and innovations, and provide
leadership and guidance in all academic areas of the University. His duties shall include:

1. Formulation of educational policies and the rules and regulations for their implementation.

2. Coordination, improvement of the various curricular programs of the University and

maintenance of the standards of instruction.

3. Supervision of all curricular and extra-curricular activities of all Institutes and Schools in
collaboration with the deans and principals; general supervision over the academic advising of
students and the handling of student requests for exemption from academic standards and
rules.

4. Institutional research, including the promotion and conduct of research on academic matters,
and the compilation of curricular and other academic information for University publications
for accreditation and other similar purposes.

5. Faculty evaluation and ranking and faculty performance, orientation of new faculty members,
promotion of faculty professional activities, committee appointments of faculty members and
involvement in appropriate committee meetings.

6. Adoption of textbooks including the maintenance of an official list of texts for all courses in
all Institutes and Schools; maintenance and administration of records of all faculty members
and all personnel under his jurisdiction, recommendation of action on requests for leaves of
absence, sabbatical leaves, educational and hospitalization benefits and other fringe benefits;
and preparation and submission to the President of an annual academic report and such other
reports as may be called for by the Board of Directors.

SECTION 9. REMOVAL AND SUSPENSION OF OFFICERS - All the officers of the

corporation shall be subject to removal or suspension by resolution of the Board at any time,
with or without cause, provided a majority of the Board shall vote in favor thereof.

Any officer shall be subject to peremptory suspension by order of the Chairman of the
Board in writing, subject to the subsequent action of the Board of Directors.

ARTICLE V

AUDIT COMMITTEE

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 SECTION 1. AUDIT COMMITTEE - The Audit Committee shall be composed of at
least 3 members of the Board, one of whom shall be an independent trustee who will chair the
Committee. Each member shall have adequate understanding at least or competence at most of
the company’s financial management systems and environment.

Duties and Responsibilities

 To check all financial reports against compliance with both the internal financial
management handbook and pertinent accounting standards, including regulatory
requirements.

 Perform oversight financial management functions, specifically in the areas of managing

credit, market, liquidity, operational, legal and other risks of the university and crisis
management.

 Pre-approve all audit plans, scope and frequency one month before the conduct of
external auditors.

 Elevate to international standards the accounting and auditing processes, practices and
methodologies, and develop the following in relation to this reform:

a) A definitive timetable within which the accounting system of the university will
be 100% International Accounting Standard (IAS) compliant.

b) An accountability statement that will specifically identify officers and/or

personnel directly responsible to accomplish such task.

 Develop a transparent financial management system that will ensure the integrity of
internal control activities throughout the company, through a step by step procedure
and policy handbook that will be used by the entire organization.

ARTICLE VI

SUBSCRIPTION, ISSUANCE AND TRANSFER OF SHARES

SECTION 1. SUBSCRIPTIONS - Subscribers of the capital stock of the corporation

shall pay the value of the stock in accordance with the terms and conditions prescribed by the
Board of Directors. Unpaid subscriptions shall not earn interest unless determined by the Board
of Directors.

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 SECTION 2. CERTIFICATE -  The stockholder shall be entitled to one or more
certificates for fully paid stock subscription in his name in the books of the corporation. The
certificates shall contain the matters required by law and the Articles of Incorporation. They
shall be in such form and design as may be determined by the Board of Directors and numbered
consecutively. The certificate shall be signed by the President, countersigned by the Secretary or
Assistant Secretary, and sealed with the corporate seal. 

SECTION 4. TRANSFER OF SHARES - Subject to the restrictions, terms and conditions

contained in the Articles of Incorporation, shares may be transferred, sold, assigned or pledged
by delivery of the certificates duly indorsed by the stockholder, his attorney-in-fact, or other
legally authorized person. The transfer shall be valid and binding on the corporation only upon
record thereof in the books of the corporation. The Secretary shall cancel the stock certificates
and issue new certificates to the transferee.

No shares of stock against which the corporation holds unpaid shall be transferable in
the books of the corporation.
All certificates surrendered for transfer shall be stamped 'Cancelled' on the face thereof,
together with the date of cancellation, and attached to the corresponding stub with the
certificate book. 

SECTION 5. LOST CERTIFICATE - In case any stock certificate is lost, stolen or

destroyed, a new certificate may be issued in lieu thereof in accordance with the procedure
prescribed under Section 73 of the Corporation Code.

ARTICLE VII

CORPORATE SEAL

SECTION 1. FORM AND INSCRIPTIONS – The corporate seal shall be determined by

the Board of Directors.

ARTICLE VIII

AMENDMENTS

SECTION 1. AMENDMENTS - The stockholders by affirmative vote of the majority of

the stock issued and subscribed, may, at any regular meeting or upon notice, at any special
meeting, alter or amend these by-laws. Likewise, the power to amend or repeal by-laws may be

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delegated to the Board of Trustees in the manner provided in the corporation law of the
Philippines.

IN WITNESS WHEREOF, we the undersigned stockholders have adopted the foregoing

by-laws and hereunto affixed our signature this 10th of May 2020 at Makati City, Philippines.

(SGD.) DANICA AGUIRRE. (SGD.) KATRINA ANDALIZA

(SGD.) RONA ANYOG (SGD.) KAYLA BAGUILLAT

(SGD.) EZRA BARRANTES (SGD.) CAMILLE BUGTAS

(SGD.)BERNANRDINE BERING

(SGD.) CATHERINE CALUSA

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