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Article II, Section 1 |
SECTION 1. REGULAR ANNUAL MEETINGS. The annual meeting of the stockholders shall be held on the second Wednesday of March of each year, at the main office of the Corporation or such other place in Metro Manila as may be designated in the notice. If the date of the annual meeting falls on a legal holiday, the annual meeting shall be held on the next succeeding business day which is not a legal holiday, at such hour as may be specified in the notice of said meeting. If the election of directors shall not be held on the day designated for the annual meeting or at any adjournment of such meeting, the Board of Directors shall cause the election to be held at a special meeting as soon thereafter as the same may conveniently be held. At such special meeting, the stockholders may elect the directors and transact other business as stated in the notice of the meeting with the same force and effect as at an annual meeting duly called and held. The Board of Directors may, by majority vote and for good cause, reset the annual meeting to another date. |
SECTION 1. REGULAR ANNUAL MEETINGS. The annual meeting of the stockholders shall be held on the last Wednesday of May of each year, at the main office of the Corporation or such other place in Metro Manila as may be designated in the notice. If the date of the annual meeting falls on a legal holiday, the annual meeting shall be held on the next succeeding business day which is not a legal holiday, at such hour as may be specified in the notice of said meeting. If the election of directors shall not be held on the day designated for the annual meeting or at any adjournment of such meeting, the Board of Directors shall cause the election to be held at a special meeting as soon thereafter as the same may conveniently be held. At such special meeting, the stockholders may elect the directors and transact other business as stated in the notice of the meeting with the same force and effect as at an annual meeting duly called and held. The Board of Directors may, by majority vote and for good cause, reset the annual meeting to another date. |
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Article IV, Section 1 |
SECTION 1. ELECTION, TERM OF OFFICE AND QUALIFICATIONS. At the organizational meeting referred to in Article III, Section 3 of these By-Laws, the Board of Directors shall elect a Chairman of the Board, a Vice-Chairman, a President and Chief Executive Officer, one or more Executive Vice-Presidents, one or more Senior Vice-Presidents, one or more Vice-Presidents, a Treasurer, a Controller and a Secretary and may also from time to time appoint such other officers and agents as it may deem proper. The Board of Directors may create such other additional positions as it may consider proper. The Chairman of the Board, the Vice-Chairman and the President shall be stockholders and Directors. Neither the Chairman of the Board, the Vice-Chairman, nor the President may concurrently act as Secretary or Treasurer of the Corporation. The Secretary shall be a resident and a citizen of the Philippines. Every officer shall hold office only during the pleasure of the Board of Directors, and all vacancies occurring among such officers by death, removal, resignation or disability shall be filled by the Board of Directors. Any such resignation shall take effect upon acceptance thereof by the Board of Directors. In case of temporary absence of any officer of the Corporation, or for any other reason that the Board of Directors may deem sufficient, the Board of Directors may delegate the powers and duties of such officer to another qualified person. xxx. |
SECTION 1. ELECTION, TERM OF OFFICE AND QUALIFICATIONS. At the organizational meeting referred to in Article III, Section 3 of these By-Laws, the Board of Directors shall elect a Chairman of the Board, a Vice-Chairman, a President and Chief Executive Officer, Chief Financial Officer, one or more Executive Vice-Presidents, one or more Senior Vice-Presidents, one or more Vice-Presidents, a Treasurer, a Controller and a Secretary and may also from time to time appoint such other officers and agents as it may deem proper. The Board of Directors may create such other additional positions as it may consider proper. The Chairman of the Board, the Vice-Chairman and the President shall be stockholders and Directors. Neither the Chairman of the Board, the Vice-Chairman, nor the President may concurrently act as Secretary or Treasurer of the Corporation. The Secretary shall be a resident and a citizen of the Philippines. Every officer shall hold office only during the pleasure of the Board of Directors, and all vacancies occurring among such officers by death, removal, resignation or disability shall be filled by the Board of Directors. Any such resignation shall take effect upon acceptance thereof by the Board of Directors. In case of temporary absence of any officer of the Corporation, or for any other reason that the Board of Directors may deem sufficient, the Board of Directors may delegate the powers and duties of such officer to another qualified person. xxx. |
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Article IV, Section 8 |
SECTION 8. TREASURER. The Treasurer shall deposit all money, and other valuable effects of the Corporation in such trust companies, banks or depositories as the Board of Directors shall from time to time designate. He shall have authority to receive and give receipts for all funds, or sums of money given to the Corporation from any source whatsoever and to endorse checks, drafts and warrants in its name and on its behalf, and to give full discharge, for the same. Proper accounts shall be kept in his office of all receipts and disbursements made by him for the Corporation, with the vouchers in support thereof, which shall be submitted to any auditor or auditors appointed by the stockholders for inspection as and when required. The Treasurer shall at all times be subject to the control of the Board of Directors, and shall perform such other duties as may properly be delegated to him. He shall, if the Board of Directors so require, give a bond in such an amount, as the Board may require for the faithful performance of his duties. |
SECTION 8. TREASURER. The Treasurer shall deposit all money, and other valuable effects of the Corporation in such trust companies, banks or depositories as the Board of Directors shall from time to time designate. He shall have authority to receive and give receipts for all funds, or sums of money given to the Corporation from any source whatsoever and to endorse checks, drafts and warrants in its name and on its behalf, and to give full discharge, for the same. Proper accounts shall be kept in his office of all receipts and disbursements made by him for the Corporation, with the vouchers in support thereof, which shall be submitted to any auditor or auditors appointed by the stockholders for inspection as and when required. The Treasurer shall perform such other duties as may be assigned to him and shall report to the Chief Financial Officer or, in the absence of the Chief Financial Officer, to the Board of Directors. |
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Article IV, Section 10 |
SECTION 10. CONTROLLER. The Controller shall serve as the chief financial reporting and accounting officer of the Corporation. He shall have the following duties and responsibilities: a) To prepare and maintain the Corporation's financial and accounting books and records; b) To prepare and report the Corporation's financial statements as well as its financial regulatory compliance; and c) To exercise such powers and perform such duties and functions as may be assigned to him by the Board of Directors. |
SECTION 10. CONTROLLER. The Controller shall handle the consolidation and evaluation of the financial statements of the Corporation and the implementation of applicable accounting standards and policies. He shall report to the Chief Financial Officer and shall have the following additional duties and responsibilities: a) To prepare, maintain and ensure the reliability of the Corporation’s financial and accounting books and records; b) To prepare and report the Corporation’s financial statements, as well as its financial regulatory compliance, and to properly liaise all related concerns of the Corporation with the appropriate government and other regulatory agencies; c) To inform the Chief Financial Officer and the Board of Directors of the results of operations and financial condition of the Corporation; and d) To perform such other duties and functions as may be assigned by the Chief Financial Officer or, in the absence of a Chief Financial Officer, the Board of Directors. |
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Article IV, Section 11 |
SECTION 11. COMPENSATION. The Board of Directors shall determine the remuneration to be received by the officers designated in these By-Laws. All other officers of the Corporation shall receive such remuneration as the Board of Directors may determine, upon recommendation of the President. The fact that any officer is a director shall not preclude him from receiving a salary or bonus as officer or from voting upon the resolution fixing the same. |
SECTION 11. CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall have the following functions and responsibilities: 1. To exercise general supervision over the financial affairs of the Corporation including supervision over the Corporation’s Treasurer and Controller; 2. To provide support to the President and ensure that all the areas of client, commercial and other financial controls are well-managed and investments are properly placed to maximize profit and shareholder value; and 3. To perform such duties as may be assigned, from time to time, by the Chairman, the President or the Board of Directors. |
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Article IV, Section 12 |
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SECTION 12. COMPENSATION. The Board of Directors shall determine the remuneration to be received by the officers designated in these By-Laws. All other officers of the Corporation shall receive such remuneration as the Board of Directors may determine, upon recommendation of the President. The fact that any officer is a director shall not preclude him from receiving a salary or bonus as officer or from voting upon the resolution fixing the same. |
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Article VI, Section 1 |
SECTION 1. FISCAL YEAR. The fiscal year of the Corporation shall begin on the first day of October and shall end on the last day of September of the following year. |
SECTION 1. FISCAL YEAR. The fiscal year of the Corporation shall begin on the first day of January and shall end on the last day of December of the same year. |
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