BY –LAWS

of

SMARTSPEED, INC.
doing business under the name and style of
___________________________

ARTICLE 1
NAME AND DOMICILE

Section 1. Name. This corporation shall be known as SmartSpeed, Inc.

Section 2. Domicile. The principal office of the SmartSpeed Inc. shall be located at
________________Philippines. Representative offices in other parts of the Philippines may, from time to
time, be established and/or maintained upon approval by the Board of Directors of the Corporation.

ARTICLE II
MEETINGS of STOCKHOLDERS (SEC. 49) [Sec 46 (b)]

Section 1. Annual or Regular Meetings. Regular meetings of the board of directors of the
corporation shall be held every 15th of July of each year if it falls on Saturday or Sunday then on the
following working day;

Section 2. Special Meetings. The special meetings, 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) the President of the
corporation;

Section 3. Place of Meetings. Annual/Regular meetings shall be held in the Principal Office of the
Corporation. Special meetings may be held anytime and anywhere in the Philippines. (Sec. 50)

Section 4. Notice of Meetings. Annual/Regular and Special meetings stating the date, time and
place of the meeting must be sent to every director or trustee at least fifteen (15) business days
prior to the scheduled meeting.

Each notice shall further be accompanied by the following:

(a) The agenda of the meeting

(b) A proxy form which shall be submitted to the corporate secretary within a reasonable
time prior to the meeting

(c) When the meeting is for the election of directors or trustees, the requirements and
procedure for nomination and election. (Sec. 50)
.
Section 5. Conduct of Meetings. Meeting of the stockholders as well as the Directors shall be
presided over by the Chairman, or in his absence, by the President. (Sec. 53)
Section 6. Minutes. When the Secretary designated in for purposes of such meetings is not
present, the chairman of the meeting shall appoint an acting secretary of the meeting

Section 7. Quorum. Unless otherwise provided by law, in all regular or special meeting of
stockholders shall consist of the stockholder/s representing a majority of the outstanding
capital stock. (Sec. 51)

Section 8. Voting Proxies. Any stockholder entitled to vote in a regular or special meeting may be
represented by proxy. Proxies shall be in writing, signed by the stockholder and filed before the
scheduled meeting with the corporate secretary. Unless otherwise provided in the proxy, it shall be
valid only for the meeting for which it is intended. No proxy shall be valid and effective for a period
longer than five (5) years at any one time. (Sec. 57)

Article III
The Board of Directors [Sec. 46 (a)]

Section 1. Election and Term of Office. The directors shall be elected at the annual stockholders’
meeting. Each director shall serve a term of one (1) year, or until a successor has been elected and
qualified. (Sec. 22)

Section 2. Regular Meeting. Regular Meeting of the Board of Directors shall be held monthly. (Sec.
52)

Section 3. Special Meeting. Special meetings may be requested by the President, Vice – President,
Secretary, or any two directors. (Sec 52)

Section 4. Notice. Notice of Regular or Special meeting shall state he date, tme and place of the
meeting which must be sent 5 (five) business days prior to the scheduled meeting. (Sec 52)

Section 5. Quorum. Majority of the Directors shall constitute a quorum. (Sec. 52)

Section 6. Removal. A director shall be subject to removal, with or without cause, at a meeting of
the stockholders called for that purpose. (SEc 27)

Section 7. Vacancies . Any vacancy occurring in the Board of Directors other than by removal by
the stockholders 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 meeting of stockholders 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 meeting of stockholders without
further notice, or at any regular or at any special meeting of stockholders called for the purpose,
after giving notice as prescribed in these by-laws. (Sec. 28)

ARTICLE IV
DUTIES, TERM , QUALIFICATION AND COMPENSATION OF DIRECTORS

Section 1. Duties. The corporate powers of the corporation shall be exercised, all business
conducted and all property of the corporation be controlled and held by the board of directors to be
elected from among the holders of stocks, who shall hold office for one (1) year and until their
successors are elected and qualified. (Sec. 22)

Section 2. Required Share. Every director must own at least one (1) share of the capital stock of
the corporation. Any director who ceases to be the owner of at least one (1) share of the capital
stock of the corporation shall cease to be a director. A majority of the directors must be residents of
the Philippines. (Sec. 22)

Section 3. Disqualification. Persons who are disqualified from being a Director of this corporation
within 5 years after the commission of the following acts:

1. A person convicted of Final judgement for these offense:

a. An offense punishable by imprisonment for a period exceeding six (6) years;

b. Violation of the revised Corporation Code;

b. Violation of R.A. 8799, otherwise known as "The Securities Regulation Code";

2. Persons found administratively liable for any offense involving fraudulent acts; and

3. By a foreign court or equivalent foreign regulatory authority for acts, violating or

misconduct similar to those enumerated in paragraph nos. 1 and 2 above. (Sec. 26)

Section 4. Compensation. The directors shall not receive any compensation, as such directors,
except for reasonable per diems. Any compensation may be granted to directors by the vote of the
stockholders representing at least a majority of the outstanding capital stock at a regular or special
stockholders’ meeting, In no case shall the total yearly compensation of directors, as such directors,
exceed ten (10%) percent of the net income before income tax of the corporation during the
preceding year. (Sec. 29)

ARTICLE V
MANNER OF ELECTION OR APPOINTMENT, QUALIFICATION AND THE TERM OF OFFICE
CORPORATE OFFICERS (Sec. 24)

Section 1. Corporate Officers. Immediately after their election, the directors of a

corporation must formally organize by the election of a PRESIDENT, who shall be a
director, a TREASURER who must be a resident, a SECRETARY who shall be a resident and
citizen of the Philippines, and such other officers.
Section 2. Prohibition. Two (2) or more positions may be held concurrently by the same
officer, however no one shall act as PRESIDENT and SECRETARY or as PRESIDENT and
TREASURER at the same time.

Section 3. Term. The officers of the corporation shall hold office for one (1) year and until
the successors are elected and qualified.

Section 4. Duties. The officers of the corporation shall perform functions as required by
existing laws, rules and regulations.

Article VI
Amendment to By –Laws

The By-Laws may be amended, repealed, and adopted by the Board of Directors by
majority of the quorum, or the stockholders who owns at least majority of the outstanding
capital stock. (Sec. 47)

ARTICLE VII
FISCAL YEAR

The Fiscal year of the Corporation shall begin in the first day of January and end on the last
day of December of each year.

ARTICLE VIII
SEAL

The Corporate Seal shall be determined by the Board of Directors.

 IN WITNESS WHEREOF, we, the undersigned incorporators and/or stockholders present at
said meeting and voting thereat in favor of the adoption of said by-laws, have hereunto subscribed
our names this _________ day of September, 2018 at Tarlac City, Tarlac, Philippines.

_______________________________ __________________________________

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