Articles of Incorporation

Of
LA CORDIALLETE UNIVERSITY, INCORPORATED
KNOW ALL MEN BY THESE PRESENTS:

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;

AND WE HEREBYCERTIFY:

FIRST: That the name of said corporation shall be

LA CORDIALLETE UNIVERSITY, INCORPORATED doing business under the name and

style LA CORDIALLETE UNIVERSITY

SECOND: That the primary purpose for which such corporation is incorporated is to
create and maintain an educational institution which will provide quality education to
the youth in all branches of the arts and sciences, offering classes in the primary and
secondary level including junior high school and senior high school, as well as collegiate
courses which will develop the potential and skills of the youth, thus making them
productive and competent individuals of the society.

It will also provide formal instruction to a defined, regularly enrolled, group of students
through the use of full-time and part-time duly and properly credentialed teachers and
teaching assistants, with a formal curriculum focusing on academic as well as
extracurricular activities.

On the other hand, its secondary purposes are: (a) to acquire, possess, administer or in
any manner dispose of all kinds of property, real or personal, which may be necessary
and convenient in accomplishing the purpose for which the corporation is formed and (b)
to borrow money, if necessary and issue bonds and other instruments of credits, raise
money to achieve the purposes of forming this corporation and to perform activities as
may be necessary and related to the primary purpose of the creation of the corporation.
Provided that the corporation shall not solicit, accept or take
investments/placements from the public neither shall it issue investment contracts.
THIRD: That the principal office of the corporation is located at Harrison Road,
Baguio City, Philippines.

FOURTH: That the term for which said corporation is to exist is fifty (50) years from
and after the date of issuance of the certificate of incorporation;
 FIFTH: That the names, nationalities and residences of the incorporators are as
follows:

NAME NATIONALITY RESIDENCE

4 Sumulong Street Holyghost
Arellano, Andrew Filipino
Proper, Baguio City
#84 Micael St., Lower Cabinet
Barzuela, Sol Elvin Filipino
Hill, Baguio City
Blk. 75 M. Roxas St.
Lagao, John Paul Filipino
Trancoville, Baguio City

Lawangen, Melodia Filipino 12X Bonifacio St., Baguio City

Ordillo, Nazzel Filipino 8 New Lucban, Baguio City

105 New Lucban Extension,

Perez, Faye Jennifer Filipino
Baguio City

Sapalit, Faye Filipino MB078 Puguis, La Trinidad

212 Honeymoon Holyghost

Salazar, Angelica Filipino
Rimando Road, Baguio City
165 Tacay Road, Pinsao
Siloy, Dhazzle Filipino
Proper, Baguio City

SIXTH: That the number of directors of the corporation shall be nine (9); and the
names, nationalities and residences of the first directors of the corporation are as follows:

NAME NATIONALITY RESIDENCE

4 Sumulong Street Holyghost

Arellano, Andrew Filipino
Proper, Baguio City
#84 Micael St., Lower Cabinet
Barzuela, Sol Elvin Filipino
Hill, Baguio City
Blk. 75 M. Roxas St.
Lagao, John Paul Filipino
Trancoville, Baguio City

Lawangen, Melodia Filipino 12X Bonifacio St., Baguio City

Ordillo, Nazzel Filipino 8 New Lucban, Baguio City

105 New Lucban Extension,

Perez, Faye Jennifer Filipino
Baguio City
212 Honeymoon Holyghost
Salazar, Angelica Filipino
Rimando Road, Baguio City
 Sapalit, Faye Filipino MB078 Puguis, La Trinidad

165 Tacay Road, Pinsao

Siloy, Dhazzle Filipino
Proper, Baguio City

SEVENTH: That the authorized capital stock of the corporation IS ONE BILLION
PESOS (P1,000,000,000.00) in lawful money of the Philippines, divided into TEN
MILLION (10,000,000) shares with the par value of One Hundred Pesos (P100.00) per
share;

EIGHT: That the amount of capital stock which has actually been subscribed is TWO
HUNDRED FIFTY MILLION PESOS (P250,000,000.00) and the following persons have
subscribed for the number of shares and amount of said capital stock set forth after their
respective names:

NAME OF NO. OF SHARES AMOUNT

SUBSCRIBERS NATIONALITY SUBSCRIBED SUBSCRIBED

Arellano, Andrew Filipino 900,000 P90,000,000

Barzuela, Sol Elvin Filipino 250,000 25,000,000

Lagao, John Paul Filipino 250,000 25,000,000

Lawangen, Melodia Filipino 100,000 10,000,000

Ordillo, Nazzel Filipino 200,000 20,000,000

Perez, Faye Jennifer Filipino 200,000 20,000,000

Salazar, Angelica Filipino 200,000 20,000,000

Sapalit, Faye Filipino 200,000 20,000,000

Siloy, Dhazzle Filipino 200,000 20,000,000

2,500,000 P250,000,000
 NINTH: That the above-named subscribers have paid at least twenty-five (25%)
percent of the total subscription as follows:

NAME OF AMOUNT
SUBSCRIBERS SUBSCRIBED TOTAL PAID-UP

Arellano, Andrew P90,000,000 P28,500,000

Barzuela, Sol Elvin 25,000,000 20,000,000

Lagao, John Paul 25,000,000 2,000,000

Lawangen, Melodia 10,000,000 2,000,000

Ordillo, Nazzel 20,000,000 2,000,000

Perez, Faye Jennifer 20,000,000 2,000,000

Salazar, Angelica 20,000,000 2,000,000

Sapalit, Faye 20,000,000 2,000,000

Siloy, Dhazzle 20,000,000 2,000,000

P250,000,000 P62,500,000

TENTH: That FAYE JENNIFER P. PEREZ has been elected by the subscribers as
Treasurer of the Corporation to act as such until his successor is duly elected and
qualified in accordance with the by-laws, and that as such Treasurer, he has been
authorized to receive for and in the name and for the benefit of the corporation, all
subscriptions or donations paid or given by the subscribers.

ELEVENTH: That no transfer of stock or interest which will reduce the ownership
of Filipino Citizens to less than the required percentage of the capital stock as provided
by existing laws shall be allowed or permitted to be recorded in the proper books of the
corporation and this restriction shall be indicated in all the stock certificates issued by
the corporation.

TWELFTH: That the incorporators and directors undertake to change the name of the
corporation as herein provided, or as amended thereafter, immediately upon receipt of
notice or directive from the Securities and Exchange Commission that another
corporation, partnership or person has acquired a prior right to the use of that name or
that the name has been declared as misleading, deceptive, confusingly similar to a
registered name or contrary to public morals, good custom or public policy.
 IN WITNESS WHEREOF, we have hereunto signed these Articles of Incorporation,
this 7TH day of February 2018, in the City of Baguio, Province of Benguet, Republic of the
Philippines.

ANDREW ARELLANO SOL ELVIN BARZUELA JOHN PAUL LAGAO

TIN- 749-983-122 TIN- 156-731- 280 TIN- 904-378-219

ANGELICA SALAZAR DHAZZLE SILOY MELODIA LAWANGEN

TIN- 339- 129- 530 TIN- 832-094-831 TIN- 678-529-703

FAYE JENNIFER
NAZZEL ORDILLO PEREZ FAYE SAPALIT
TIN- 450-762-945 TIN- 953-239-318 TIN- 218-430-924
 ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES }

DONE IN THE CITY OF BAGUIO} S.S.

BEFORE ME, a Notary Public, for and in _____________________, Philippines, this

___________day of ______________________, 20 _________, personally appeared the following
persons:

Name TIN/ID/Passport Date &

No. Place Issued
Arellano, Andrew 749-983-122
Barzuela, Sol Elvin 156-731- 280
Lagao, John Paul 904-378-219
Lawangen, Melodia 678-529-703
Ordillo, Nazzel 450-762-945
Perez, Faye Jennifer 953-239-318
Sapalit, Faye 218-430-924
Salazar, Angelica 339- 129- 530
Siloy, Dhazzle 832-094-831

known to me and to me known to be the same persons who executed the foregoing
Articles of Incorporation constituting of six (6) pages, including this page where the
acknowledgement is written, and they acknowledged to me that the same is their free act
and voluntary deed.

WITNESS MY HAND AND SEAL on the day first above-written.

NOTARY PUBLIC
Doc. No. ________
Page No. ________
Book No. _________
Series of _________
 TREASURER’S AFFIDAVIT

REPUBLIC OF THE PHILIPPINES )

DONE IN THE CITY OF BAGUIO} ) S.S

I, FAYE JENNIFER P. PEREZ, being duly sworn to, depose and say:

That I have been elected by the subscribers of the corporation as Treasurer thereof,
to act as such until my successor has been duly elected and qualified in accordance with
the by-laws of the corporation, and that as such Treasurer, I hereby certify under oath
that at least 25% of the authorized capital stock of the corporation has been subscribed
and at least 25% of the total subscriptions has been paid, and received by me, in cash or
property, in the amount of SIXTY-TWO MILLION FIVE HUNDRED PESOS
(P62,500,000.00) in accordance with the Corporation Code

___________________________________
(Signature of Treasurer)

SUBSCRIBED AND SWORN to before me, a Notary Public, for and in the
City/Municipality of_____________________________, Province of___________________________ this
______ day of ____________________,19_______; by _________________with Res. Cert.
No._____________________ issued at _________________________on _________________, 19_________.

NOTARY PUBLIC
My commission expires on
_______________________, 20___________

Doc. No._______
Page No._______
Book No.________
Series of ________
 BY-LAWS OF
LA-CORDIALETTE UNIVERSITY, INCORPORATED

ARTICLE I
STOCKHOLDER’S MEETING

Section 1. Annual/ Regular Meetings - The annual/regular meetings of stockholders

shall be held every July 31 of each year, if it falls on Saturday, Sunday or a legal holiday,
then on the day following.

Section 2. Special Meeting - The special meetings of stockholders, for any purpose or
purposes, may at any time be called by any of the following: (a) Board of Directors, at its
own instance, (b) at the written request of stockholders representing a majority of the
stockholders, or (b) the President of the corporation.

Section 3. Place of Meeting – Stockholder’s Meeting, whether regular or special shall be

held in the principal office of the corporation or at any place designated by the Board of
Directors in the city or municipality where the principal office of the corporation is
located or at any place in Baguio-Benguet and at such hour as specified in the notice.

Section 4.Notice of Meeting - Notices for regular or special meetings of stockholders

may be sent by the Secretary by personal delivery or by mail at least two (2) weeks prior
to the date of the meeting to each stockholder of record at his last known address. The
notice shall state the place, date and hour of the meeting, and the purpose or purposes
for which the meeting is called.

When the stockholder’s meeting is adjourned to another time or place, it shall not be
necessary to give any notice of the adjourned meeting if the time and place to which the
meeting is adjourned are announced at the meeting at which the adjournment is taken.
At the reconvened meeting, any business may be transacted that might have been
transacted on the original date of the meeting.

Section 5. Quorum - Unless otherwise provided by law, in all regular or special

stockholder’s meeting, a majority of the stockholders must be present or represented in
order to constitute a quorum. If no quorum is constituted, the meeting shall be adjourned
until the requisite number of stockholders shall be present.

Section 6. Conduct of Meeting - Stockholder’s meeting shall be presided over by the

President, or in his absence, by a chairman to be chosen by the Board of Directors. 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.

Section 7. Manner of Voting - At all stockholder’s meeting, a stockholder may vote in

person or by proxy. Unless otherwise provided in the proxy, it shall be valid only for the
meeting at which has been presented to the Secretary. All proxies must be in the hands of
the Secretary not later than ten (10) working days before the time set for the meeting.
Proxies filed with the Secretary may be revoked by the stockholders either in an
instrument in writing duly presented and recorded with the Secretary, prior to a
scheduled meeting or by their personal presence at the meeting.

Section 8. Election of Directors - The directors of the Corporation shall be elected by

plurality of vote at the annual meeting of the stockholders for that year at which a quorum
is present. At each election for directors every stockholder shall have the right to vote, in
person or by proxy, the number of shares owned by him for as many persons as there are
directors to be elected, or to cumulate his votes by giving one candidate as many votes as
the number of such directors multiplied by the number of shares shall equal, or by
distributing such votes at the same principle among any number of candidates

Section 9. Proxies - Stockholders may vote at all meetings the number of shares
registered in their respective names, either in person or by proxy duly given in writing
and duly presented to and received by the Secretary for inspection and recording not
later than five (5) working days before the time set for the meeting, except such period
shall be reduced to one (1) working day for meetings that are adjourned due to lack of
the necessary quorum. No proxy bearing a signature which is not legally acknowledged
by the Secretary shall be honored at the meetings. Proxies shall be valid and effective for
one (1) year, unless the proxy provides for a shorter period, and shall be suspended for
any meeting wherein the stockholder appears in person.

Section 10. Fixing of Record Date - For the purpose of determining the stockholders
entitled to notice of, or to vote at, any stockholder’s meeting or any adjournment thereof,
the Board of Directors may provide that the record books be closed for ten (10) working
days immediately preceding such meeting.

ARTICLE II
BOARD OF DIRECTORS

Section 1. Powers of the Board- 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:

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
stockholder’s approval as may be required by law;

d. 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
stockholder’s approval as may be required by law;

e. 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 stockholder’s approval as may be
required by law, and/ or pledge, mortgage, or otherwise encumber all or part
of the properties of the corporation;

f. 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 stockholder’s approval as may be
required by law, and/ or pledge, mortgage, or otherwise encumber all or part
of the properties of the corporation;

g. To establish pension, retirement, bonus, or other types of incentive or

compensation plans for the employees, including officers and directors of the
corporation;

h. 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;

i. 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;

j. 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 2. Composition, Qualifications, Election and Term - The Board of Directors

shall be elected during each regular Stockholder’s Meeting and shall hold office for one
(1) year and until their successors are elected and qualified. All the directors must
possess the qualifications and none of the disqualifications prescribed by law, rules or
regulations, and these by-laws.
The Board of Directors shall be composed of nine (9) directors, two (2) of whom shall be
independent directors. For this purpose, an independent director shall mean a person
other than an officer or employee of the corporation, its parent or subsidiaries, or any
other individual having a relationship with the corporation, which would interfere with
the exercise of independent judgement in carrying out the responsibilities of a director.

No person shall qualify or be eligible for nomination or election to the Board of Directors
if he is engaged in any business which competes with or is antagonistic to that of the
corporation. Without limiting the generality of the foregoing, a person shall be deemed to
be so engaged:

a. If he is an officer, manager or controlling person of, or the owner (either of record

or beneficially) of ten percent (10%) or more of any outstanding class of shares
of, any corporation engaged in a business which the Board, by at least two-thirds
vote by the stockholders, determines to be competitive or antagonistic to that of
the corporation; or,

b. If he is an officer, manager or controlling person of, or the owner (either of record

or beneficially) of ten percent (10%) or more of any outstanding class of shares of,
any other corporation or entity engaged in any line of business of the corporation,
when in the judgement of the Board, by at least two-thirds vote of the stockholders,
the laws · against combinations in restraint of trade shall be violated by such
person's membership in the Board of Directors; or

c. If the Board, in the exercise of its judgement in good faith, determine by at least
two-thirds vote by the stockholders that he is the nominee of any person set forth
in (a) or (b).

In determining whether or not a person is a controlling person, beneficial owner, or the

nominee of another, the Board may take into account such factors as business and family
relationship.

For the proper implementation of this foregoing provisions, all nominations for the
election of directors by the Stockholder shall be submitted in writing to the Board of
Directors through the Corporate Secretary on or before Tune.10 or at such earlier or later
date that the Board of Directors may fix.

The Board by majority vote of the directors may remove or replace a director for just
causes or when he possesses the disqualifications prescribed by law, rules or regulations.

A director may, at any time, submit his written resignation which shall be effective as of
the date of its acceptance by the Board of Directors.

Section 3. Meeting - The Board shall hold meetings quarterly. Special meetings may be
held as often as necessary on such dates and at such times and places as may be
determined by the Chairman, or the President, or upon written request of a majority of
all members of the Board. Meetings of the Board shall be held at the principal office of the
corporation or at such other places as may be designated in the notice.
Section 4. Notice - Notice of the regular or special meeting of the Board, specifying the
date, time and place of the meeting, shall be communicated by the Secretary to each
director personally, or by telephone, telegram, or by written message (provided, however
that any such communication by electronic mail or by any other method that does not
produce a receipt of delivery must be confirmed by fax unless the recipient director
replies to confirm receipt) at least five (5) calendar day prior to the meeting. A director
may waive this requirement, but only expressly and in writing and only for a single
specified meeting.

Section 5. Quorum - No Meeting of the Board may proceed to transact any business
unless a quorum is present at the start of and throughout the meeting. Except where the
law requires the presence of a greater number, the presence of five (5) directors shall
constitute a quorum.

Except where the relevant law requires a greater number, a majority vote of the directors
present in a meeting where a quorum as described is present shall be necessary to decide
any matter that may come before any meeting of the Board.

Section 6. Conduct of the Meetings - Meetings of the Board of Directors shall be

presided over by the Chairman of the Board, or in his absence, by the President, or if none
of the foregoing is in office and present and acting, by any other director chosen by the
Board. The Secretary, shall act as secretary of every meeting, if not present, the Assistant
Secretary shall act as secretary of the meeting. In the absence of both, the Chairman of the
meeting shall appoint a secretary of the meeting.

Section 7. 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.

Section 8. 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 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 directors
representing at least a majority of the directors at a regular or special meeting of the
stockholders.

Section 9. Resignations - Any director of the Corporation may resign at any time by
giving written notice to the President or the Secretary of the Corporation. The resignation
of any director shall take effect as of the date of its acceptance by the Board of Directors.
Section 10. Vacancies/Removal of a Director - Any vacancy occurring in the Board of
Directors other than by removal by the majority of the stockholder or by expiration of
term, may be filled by the vote of at least a majority of the remaining directors, if still
constituting a quorum; otherwise, the vacancy must be· filled by the stockholders at a
regular or at any special stockholder’s meeting called for the purpose. A director so
elected to fill a vacancy shall be elected only for the unexpired term of his predecessor in
office and until his successor is duly elected and qualified.

The vacancy resulting from the removal of a director by the stockholders in the manner
provided by law may be filled by election at the same stockholder’s meeting
without further notice, or at any regular or at any special stockholder’s meeting called for
the purpose, after giving notice as prescribed in these by-laws.

Section 11. Committees - The Board shall create and constitute Committees one or more
standing or special committees, including a Nomination Committee, Compensation
Committee, Corporate Governance Committee and Audit Committee, with such
composition, powers and duties as may be specified in the enabling resolutions of the
Board.

ARTICLE III
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 President, the Chief Finance Officer,
Treasurer, Secretary, Assistant Secretary, and such other officers as may be appointed by
the Board from time to time.

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. President - The President shall be the Chief Executive Officer of the
corporation and shall exercise the following functions:

a. To preside at the Stockholder’s Meeting;

b. To initiate and develop corporate objectives and policies and formulate long range
projects, plans and programs for the approval of the Board of Directors, including
those for executive training, development and compensation;

c. To supervise and manage the business affairs of the corporation upon the
direction of the Board of Directors;

d. To implement the administrative and operational policies of the corporation,

prescribe their duties, and determine their salaries;
 e. To appoint, remove, suspend or discipline employees of the corporation, prescribe
their duties, and determine their salaries;

f. To oversee the preparation of the budgets and the statements of accounts of the
corporation;

g. To represent the corporation at all functions and proceedings;

h. To execute on behalf of the corporation all contracts, agreements and other

instruments affecting the interests of the corporation which require the approval
of the Board of Directors;

i. To make reports to the Board of Directors and stockholders;

j. To perform such other duties as are incident to his officer or are entrusted to him
by the Board of Directors.

Section 3. The Chief Finance Officer - He shall have such other power and duties, as
may from time to time be assigned to him by the Board of Directors or by the President.

Section 4. The Secretary - The Secretary must be a resident and a citizen of the
Philippines. He shall have the following specific powers and duties.

a. To record the minutes and transactions of all meetings of the directors and the
stockholders and to maintain minute book of such meetings in the form and
manner required by law;

b. To keep corporate seal and affix it to all papers and documentary requiring a seal,
and to attest by his signature all corporate documents requiring the same;

c. To attend to the giving and serving of all notice of the corporation required by law
or these by-laws to be given;

d. To certify such corporate acts, countersign corporate documents or certificates,

and make reports or statements as may be required of him by law or by
government rules and regulations;

e. To act as inspector at the election of directors and, as such, to determine the

number of stockholders entitled to vote, the existence of quorum, the validity and
effect of proxies, and to receive votes, ballots or consents, hear and determine
questions in connection with the right to vote, count and tabulate all votes,
determine the result, and do such acts as re proper to conduct the election; and

f. To perform such other duties as are incident to his office or as may be assigned to
him by the Board of Directors or President.

Section 5. Treasurer - The Treasurer of the corporation shall have the following duties:
 a. To keep full and accurate accounts of receipts and disbursements in the books of
the corporation;

b. To have custody of, and be responsible for, all the funds, securities and bonds of
the corporation;

c. To deposit in the name and to the credit of the corporation, in such banks as may
be designated from time to time by the Board of Directors, all the moneys, funds,
securities, bonds, and similar valuable effects belonging to the corporation which
may come under his control;

d. To render an annual statements showing the financial condition of the corporation

and such other financial reports as the Board of Directors, or the President may,
from time require;

e. To prepare such financial reports, statements, certifications and other documents

which may, from time to time, be required by the government rules and
regulations and to submit the same to the proper government agencies;

f. To exercise such powers and perform such duties and functions as may be
assigned to him by the Board of Directors or the President.

Section 6. Terms of Office - The term of office of all officers shall be one (1) year and
until their successors are duly elected and qualified.

Section 7. Vacancies - If any position of the officers become vacant by reason of death,
resignation, disqualification or for any other cause, the Board of Directors may, by
majority vote, elect a successor who shall hold office for the unexpired term.

Section 8. Compensation - The officers shall receive such remuneration as the Board of
Directors may determine. A director shall not be precluded from serving the corporation
in any other capacity as an officer, agent or otherwise, and receiving compensation
therefore.

ARTICLE IV
OFFICES

Section 1. The principal office of the corporation shall be located at the place stated in
Article III of Incorporation. The corporation may have such other branch offices, either
within or outside the Philippines as the Board of Directors may designate.
 ARTICLE V
DIVIDENDS AND FINANCES

Section 1. External Auditor - At the regular Stockholder’s Meeting, the external auditor
of the corporation for the ensuring year shall be appointed. The external auditor shall
examine, verify and report on the earnings and expenses of the corporation.

Section 2. Fiscal Year - The Fiscal year of the corporation shall begin on the first day of
January and end on last day of December of each year.

Section 3. Dividends - Dividends shall be declared and paid out of the unrestricted
earnings which shall be payable in cash, property, or stock to all stockholders on the basis
of outstanding stock held by them, as often and at such time as the Board of Directors may
determine and in accordance with law.

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.

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 3. 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 4. Lost Certificates-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
PENALTIES FOR VIOLATION OF BY-LAWS AND
INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 1. The Board of Directors hall pass judgment on all cases of violations of the
provision of this Code and By-Laws and impose such penalties it may deem appropriate
in the circumstances.

Section 2. The Corporation shall indemnify every director or officer, his heirs, executors,
and administrators against all costs and expenses reasonably incurred by such person in
connection with any civil, criminal, administrative, or investigative action, suit,
or proceeding to which he may be, or is, made a party by reason of his being or having
been a director or officer, except in relation to matters as to which he shall be finally
adjudged in such action, suit, or proceeding to be liable for negligence or misconduct. In
the event of a settlement or compromise, indemnification shall be provided only in
connection with such matters covered by the settlement as to which the Corporation is
advised by counsel that the person to be indemnified did not commit such a breach of
duty. The costs and expenses incurred in defending the aforementioned action, suit, or
proceeding may be paid by the corporation in advance of the final disposition of such
action, suit, or proceeding as authorized in the manner provided for in the preceding
paragraph upon receipt of an undertaking by or in behalf of the director or officer to repay
such amount unless it shall be ultimately determined that he is to be indemnified by the
Corporation as authorized in these By-Laws.

ARTICLE VIII
CORPORATE SEAL

Section 1. Form and Inscriptions - The corporate seal shall be determined by the Board
of Directors.
 ARTICLE IX
AMENDMENTS

Section 1. The power to amend, modify, repeal or adopt new-by-laws has been delegated
to the Board of Directors by the affirmative vote of directors representing at least two-
thirds of the stockholders of the corporation during its Special Stockholders.

IN WITNESS WHEREOF, we the undersigned stockholders have adopted the

foregoing by-laws and hereunto affixed our signature this 7th of February 2019 at Baguio
City, Philippines.

ANDREW SOL ELVIN JOHN PAUL

ARELLANO BARZUELA LAGAO

ANGELICA MELODIA
SALAZAR DHAZZLE SILOY LAWANGEN

NAZZEL FAYE JENNIFER

ORDILLO PEREZ FAYE SAPALIT
 Republic of the Philippines
OFFICE OF THE PRESIDENT
COMMISSION ON HIGHER EDUCATION

CERTIFICATE OF ACCREDITATION
is hereby granted to
LA CORDIALETTE UNIVERSITY
Harrison Road, Baguio City

For having complied with the requirements of the Commission on Higher Education for accreditation, covering the period of
February 1, 2019 to January 31, 2021
 CERTIFICATE OF ACCREDITATION
is hereby granted to
LA CORDIALETTE UNIVERSITY
Harrison Road, Baguio City

For having complied with the requirements of the Department of Education for accreditation, covering the period of
February 1, 2019 to January 31, 2021