| Article and Section Nos. |
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| ARTICLE II, Section 4 |
“Except as otherwise provided by law, rule or regulation, written or printed notice of all annual and special meetings of stockholders stating the place and time of the meeting and the general nature of the business to be considered shall be sent by facsimile, personal delivery, mail, postage prepaid, electronic mail or such other manner as law, rule or regulation may allow at least twenty-one (21) days before the day on which the meeting is to be held to each stockholder of record at his last known post-office or email address or, at the option of the Corporation, by publication in a newspaper of general circulation, provided that, unless especially required by law, no publication of any notice of a meeting shall be required. x x x” |
Require that discussions in stockholders’ meetings be limited to matters stated in the notice: “Except as otherwise provided by law, rule or regulation, written or printed notice of all annual and special meetings of stockholders stating the place and time of the meeting and the general nature of the business to be considered x x x Only matters stated in the notice can be the subject of motion or discussions at the meeting. x x x” |
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| ARTICLE II, Section 6 |
“At each meeting of the stockholders, the holders of a majority of the issued and outstanding capital stock of the Corporation entitled to vote shall, if present either in person or by proxy, constitute a quorum for the transaction of business. In the absence of a quorum, the meeting may be adjourned by (i) a majority of the stockholders of the Corporation present in person or by proxy and entitled to vote thereat, or (ii) in the absence of all the stockholders, any officer entitled to preside or act as secretary at such meeting, until stockholders holding the requisite number of shares of stock shall be present or represented. x x x” |
Allow the conduct of meetings of stockholders via remote communication for quorum purposes: “At each meeting of the stockholders, the holders of a majority of the issued and outstanding capital stock of the Corporation entitled to vote shall, if present either in person or by proxy, constitute a quorum for the transaction of business. A stockholder who participates through remote communication or in absentia shall be deemed present for purposes of quorum. In the absence of a quorum, the meeting may be adjourned by x x x.” |
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| ARTICLE II, Section 10 |
New Section 10 |
Allow the conduct of meetings of stockholders via remote communication: "Conduct of Meeting. Subject to the relevant law, rules and regulations, the annual and special meetings of stockholders can be held physically or through remote communication." |
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| ARTICLE III, Section 1 |
"General Powers. Unless otherwise provided by law, the powers, business and property of the Corporation shall be exercised, conducted and controlled by the Board of Directors." |
Add rules and regulations as an exception to the general powers of the Corporation: “General Powers. Unless otherwise provided by law, rules and regulations, the powers, business and property of the Corporation shall be exercised, conducted and controlled by the Board of Directors.” |
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| ARTICLE III, Section 3.A |
“Nomination and Election of Independent Directors. 1. The Corporation shall have at least two (2) independent directors or such other number as may be required by applicable laws and regulations. 2. The independent directors shall have all the qualifications and none of the disqualifications set forth in Section 38 of the Securities Regulation Code and its implementing rules and regulations, as the same may be amended from time to time. 3. Nomination of independent directors shall be conducted by the Board Nomination Committee prior to the Stockholders’ Meeting. x x x” |
Increase the minimum number of independent directors from two (2) to three (3); and include an express provision that independent directors must have all the qualifications and none of the disqualifications under laws, regulations, and company policies: “Nomination and Election of Independent Directors. 1. The Corporation shall have at least three (3) independent directors or such other number as may be required by applicable laws and regulations. 2. x x x 3. The directors shall have all the qualifications and none of the disqualifications provided by law, rules and regulations and the Manual on Corporate Governance of the Corporation, as the same may be amended from time to time. 4. x x x” |
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| ARTICLE III, Section 4 |
“Quorum and Voting Requirements. The presence of a majority of the directors shall constitute a quorum for the transaction of business at any meeting. In the absence of a quorum, a majority of the directors present may adjourn any meeting from time to time until a quorum be had. Notice of any adjourned meeting need not be given.” |
Allow participation in directors' meetings via remote communication for quorum purposes: “Quorum and Voting Requirements. The presence of a majority of the directors shall constitute a quorum for the transaction of business at any meeting. A director who participates through remote communication or in absentia shall be deemed present for purposes of quorum. In the absence of a quorum, a majority of the directors present may adjourn any meeting from time to time until a quorum be had. Notice of any adjourned meeting need not be given.” |
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| ARTICLE III, Section 13 |
New Section 13 |
Specify that the compensation of directors not to exceed 10% of Company's net income before tax: “Compensation of Directors. The directors shall not receive any compensation in their capacity as such, except for reasonable per diems; provided, however, that the stockholders representing at least a majority of the outstanding capital stock may grant directors with compensation which amount thereof shall be approved at a regular or special meeting; provided, further, that the total yearly compensation of directors shall not exceed ten percent (10%) of the net income before income tax of the Corporation during the preceding year. Directors shall not participate in the determination of their own diems or compensation.” |
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| ARTICLE III, Section 14 |
New Section 14 |
All the conduct of meetings of directors via remote communication: “Conduct of Meeting. Subject to the relevant law, rules and regulations, the regular and special meetings of director can be held physically or through remote communication.” |
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| ARTICLE XI |
“These By-Laws of the Corporation shall be subject to amendment, alteration or repeal, and new By-Laws not inconsistent with any provisions of law, may be made, by the affirmative vote of a majority of the total issued and outstanding capital stock of the Corporation entitled to vote in respect thereof, given at an annual meeting or at any special meeting, provided that notice of the proposed amendment, alteration or repeal or of the proposed new By-Laws be included in the notice of such meeting. The owners of at least two-thirds (2/3) of the total issued and outstanding capital stock entitled to vote may delegate to the Board the power to amend or repeal the By-Laws or to adopt new By-Laws.” |
Stockholders to delegate to the Board the power to amend, alter or repeal the by-laws: “These By-Laws of the Corporation shall be subject to amendment, alteration or repeal, and new By-Laws shall be adopted, by the affirmative vote of a majority of the Board of Directors at any regular or special board meeting, provided that notice of the proposed amendment, alteration or repeal or of the proposed new By-Laws be included in the notice of such meeting. The delegated power to the Board of Directors to amend, alter, or repeal the By-Laws or adopt new By-Laws under this Article XI shall be considered as revoked whenever stockholders owning or representing a majority of the outstanding capital stock shall so vote at a regular or special meeting.” |
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