ARTICLE IV

THE BOARD OF DIRECTORS

Section 1. 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.

Without prejudice to the general powers, the Board of Directors shall have the

following express powers:

1. To make and change rules and regulations for the conduct of the business

of the Corporation, provided they are not inconsistent to the Articles of

Incorporation, these by-laws or any law of the Philippines;

2. To purchase, sell, or mortgage the real and personal properties of the

Corporation or authorize any other person or persons to purchase, sell or

mortgage any said real and personal properties on the Corporation’s

behalf;

3. To delegate, from time to time, any of the powers of the Board which may

be delegated in the course of the Corporation’s business to any committee,

officer, or agent under such terms as it may deem fit.

4. To approve the annual general budgets and annual general expense

accounts of the Corporation;

5. To institute, maintain, defend, compromise, or abandon any lawsuit in

which the Corporation, or its officers, may be interested as plaintiff or

defendant, in connection with the business of the Corporation;

6. To authorize the payment of bonuses or gratuities to any deserving officers

or employees of the Corporation, and determine the amounts thereof;

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 7. To create special committees of temporary or permanent nature, and to

determine the members’ term, compensation, powers, and responsibilities.

Section 2. Number and Qualifications – The members of the Board of Directors

shall be Two (2).

No person shall be elected nor be competent to act as director of the Corporation

unless a holder of a share of stock in his own name. If any director shall cease to be

a 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 28 of the Corporation Code and rules and regulations that may be

promulgated by the Securities and Exchange Commission.

Section 3. Resignations – Any member of the Board of Director may resign at any

time by giving a written notice of resignation to the President. The resignation shall

take effect as of the date of its acceptance by the Board of Directors.

Section 4. Vacancies – Any vacancy occurring in the Board of Directors, other than

by the removal by the stockholders, may be filled by the vote of at least a majority of

the remaining directors, if constituting quorum; otherwise, said vacancies must be

filled by the stockholders in a regular or special meeting called for that purpose. A

director or trustee so elected to fill a vacancy shall by elected only for the unexpired

term of his predecessor in office.

Any vacancy to be filled by reason of an increase in the number of directors shall be

filled only by an election at a regular or at a special meeting of stockholders duly

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called for the purpose, or in the same meeting authorizing the increase of directors if

so stated in the notice of the meeting.

Section 5. Organizational Meetings – The Board of Directors shall meet for the

purpose of organization and for election of officers of the Corporation immediately

after their election of which no notice shall be required.

Section 6. Regular and Special Meetings – Unless otherwise determined by the

Board of Directors, the Board shall meet every first Monday of each month.

Special meetings of the Board of Directors may be called by the President or by any

member of the Board of Directors.

Section 7. Notice of Meetings – Notice of any regular or special meeting of the

Board of Directors stating the date, time, and place of the meeting shall be given by

the Secretary to each director at least two (2) days before the day of the meeting by

posting the same on a postage-prepaid letter addressed to the member of the Board

at his given address, or by delivering the same personally, or transmitted by the

telegraph, facsimile, or cable, or electronic mail. The notice for special meetings shall

also state the object thereof.

Section 8. Quorum – A majority of the Board of Directors shall constitute a quorum

for the transaction of corporate business, and every decision of at least a majority of

the quorum shall be valid as a corporate act, except for the election of officers which

shall require the vote of a majority of all the members of the Board.

Section 9. Conduct of the Meeting – The meetings of the Board of Directors shall be

presided by the Chairman, or in his absence, the President or, in his absence, a

member of the Board of Directors elected as the chairman of the meeting by a

majority of the Board of Directors present at said meeting of the Board of Directors.

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Section 10. Minutes of the Meeting – The Secretary shall act as secretary in every

meeting and, if absent, the chairman of the meeting shall appoint a secretary of the

meeting to keep a faithful record of the meeting of the Board of Directors. The

minutes shall be signed by the secretary of the meeting with the approval of the

chairman of the meeting.

Section 11. Meetings by Teleconference, Video conference, or Similar Modes –

Meetings of the Board of Directors may be called and held by teleconference, video

conference, or other similar modes in accordance with such rules and regulations that

may be promulgated by the Securities and Exchange Commission.

Section 12. Compensation – Each directors shall receive a reasonable per diem for

his attendance at every meeting of the Board of Directors. The compensation for the

services of the Board of Directors shall be may be granted by the majority of the

outstanding capital stock and approve the amount thereof at a regular or special

stochholders’ meeting.

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