BY –LAWS

OF
PRIMO CORPORATION

ARTICLE I
BOARD OF DIRECTORS

Section 1: Meeting
a) The board of directors’ regular meeting will be held twice a month.
b) It is agreed that the special meeting of board of directors will be determined by the
President and the Vice President if the President is not present.
c) For the convenience of board of directors, the meeting may be held at Tarlac Events
Place. Prior notice must be given to directors two days before the meeting, the no-
tice may be sent to each director personally, through telegram or telephone. The re-
quired dress code for this meeting is any corporate or formal attire.
d) The meeting shall be presided by the President or by the Vice President in the ab-
sence of the former.
e) Meeting by teleconferencing and videoconferencing is allowed provided that it will
be recorded properly.

Section 2: Quorum
The board of directors may proceed to meeting and make any decision that will bind
the corporation only if majority of the board of directors are present in the meeting.

Section 3: Qualifications, duties, term and compensation

a) Bachelor's degree in related area and/or equivalent experience/training. Solid organ-
izational skills with demonstrated ability to prioritize and coordinate several projects
simultaneously with demanding timeframes. Demonstrated experience managing
and planning events and outreach, including developing budgets, publicity and com-
munication strategies, generating reports, tracking data and maintaining databases.
Every director must own at least one (1) share of the capital stock of the corporation,
which share shall stand in his name on the books of the corporation.
b) Under general supervision conducts comprehensive event planning for complex
events, including budgeting, registration, coordination, implementation and post-
event evaluation, including budget reconciliation. Ensures smooth-running, effective
events, including recognizing and resolving potential and actual problems in a timely
manner using tact, discretion and political acumen. Designs and implements commu-
nication strategies designed to publicize events to the general public, students, fac-
ulty, sponsors, and government representatives.

Section 4: Disqualification
 No person shall qualify as director and be nominated if it has past record that cause
injury in another corporation and not being active in the corporation for the past
three years.

ARTICLE II
MEETINGS OF THE STOCKHOLDERS
Section 1: Regular meeting
On every 10th day of October, regular meetings of stockholders shall be held.
Section 2: Special meeting
Determination of date for special meeting of board of directors is left to the presi-
dent or vice president whenever circumstances require.
Section 3: Notice
At the end of September, it is required to send a written notice to all stockholders
of record at such time through telegram or personally.
Section 4: Place
It is always held that stockholders’ regular and special meeting be in Tarlac City
where the principal office of the corporation is located or principal office of corporation.
Section 5: Quorum
Stockholder/s representing a majority of the outstanding capital stock is sufficient
to constitute a quorum.
Section 6: Conduct of meeting
The president shall preside in the meeting.
Section 7: Manner of voting
In the absence of the stockholder/s, voting by proxy is allowed. Provided that the
proxies shall be in writing, signed by the stockholder for its authorization and filed before
the meeting with the secretary. It shall be valid only for the meeting for which it is in-
tended and not for a period longer than five (5) years at any one time.
Section 8: Number of stock outstanding entitled to vote
Only shares of stock outstanding entitled to vote that appears in the books of corpo-
ration at September 20 may be presented by the stockholder in a meeting for annual election.
Section 9: Voting for Manager
The stockholders will vote for the manager who will take over the management of the
corporation.

ARTICLE III
OFFICERS

Section 1: Manner of election or appointment, qualification and the term of offices of

all officers
Immediately after their election, the directors of a corporation must formally organ-
ize by the election of a PRESIDENT, who shall be a director, a TREASURER who may or may
not be a director, a SECRETARY who shall be a resident and citizen of the Philippines and
such other officers as may be provided in the by-laws. Two (2) or more positions may be
held concurrently by the same officer however no one shall act as PRESIDENT and SECRE-
TARY or as PRESIDENT and TREASURER at the same time. The officers of the corporation
shall hold office for one (1) year and until the successors are elected and qualified. The offic-
ers of the corporation shall perform functions as required by existing laws, rules and regu-
lations.

Section 2: Qualification, duties, and powers of officers

a) President: Must have previously functioned in a leadership position within the cor-
poration. Shall have general and active management of the business. Must be
knowledgeable of the guidelines and promotes the objectives of the corporation.
Must exemplify the qualities of professionalism and ethical conduct. The president
shall call and preside at all meetings of the corporation. He shall be empowered to
appoint all committees and those who shall assist all elected officers necessary for
the operation of business. Shall act for and in behalf of the membership of the cor-
poration. Shall act as the official spokesperson for the corporation. Responsible for
providing strategic leadership for the company by working with the Board and
other management to establish long-range goals, strategies, plans and policies. Exe-
cute and implement the policies and directives approved by Board of Directors to
improve the overall operation. In case of emergency, he can act and decide in behalf
of the corporation even without meeting. Enter to a contract in accordance with the
administrative regulations of the corporation
b) Secretary: The Secretary must be experienced and knowledgeable of secretarial and
clerical duties and responsibilities. Must have previously functioned in a leadership
position within the corporation. Must be erudite of office machines and equipments.
Should have the ability to draft and disseminate necessary correspondence. Shall
report to the chairman and often liaise with board members. Take minutes, draft
resolutions, and lodge required forms and annual returns with Companies House.
Maintain the register of shareholders and monitor changes in share ownership of
the company - in a publicly listed company. The Secretary has power to enter into
contracts relating to the day to day administration of the company. Where the Sec-
retary enters into contracts within his apparent or ostensible authority, his actions
will bind the company even if he had no authority to act.
c) Treasurer: Must be a Certified Treasury Professional or Certified Public Account-
ant. Must show an excellent attention to detail and accuracy, for dealing with com-
pany funds and managing substantial contracts and capital projects.Oversee and
present budgets, accounts and financial statements to the management committee.
Advise on financial implications of strategic and operational plans. Serve as Chair of
the Finance Committee. Disburse the funds of Espasyo Corporation as ordered by
the Board of Directors.

Section 3: Authorities, responsibilities of the executive committee

The Executive Committee acts as an advisor to the Board and reviews, assesses and
makes recommendations to the Board of Directors on the various matters that are
placed in front of the Board. The Executive Committee may engage and pay legal and
other advisors to assist the Committee in carrying out its functions. Such advisors
 may be the regular advisors to the Corporation. The Executive Committee has the
authority to take decisions subject to certain limitations. However, the Committee
has the mandate to review and recommend to the Board on the matters that have
been placed before them even if they are over the delegated level of authority. All
recommendations to be made to the Board of Directors are to be taken by a simple
majority. The casting vote in the event of a tie will be that of the Chairman of the
Executive Committee. Assessing and recommending to the Board the annual review
plan and strategy and schedule of activities of the business. Review of management
reports on business operations and make recommendations to the Board. The
Executive committee shall make reports to the Board of Directors when it deems
appropriate.

Section 4: Term of the office of the officers

The officer shall hold an office until all new directors are elected, in which case the
election of new officer must also be held.

ARTICLE IV
MISCELLANEOUS

Section 1: Corporation may adopt corporate seal to be determined by the board of di-
rectors

Section 2: Dividends amounting to Php5 per share will be given to shareholders

starting second year of operations.

Section 3:Prohibition of corporate officer to occupy the same position in another cor-
poration. Corporate officers may occupy position in another corporation provided, it
is not the same position held in the corporation in order to prevent the conflict of in-
terest.

IN WITNESS WHEREOF, we, the undersigned incorporators and/or stockholders pre-

sent at said meeting and voting thereat in favor of the adoption of said by-laws, have hereunto
subscribed our names this 30TH day of June 2019 at the City/Municipality of Tarlac Province of
Tarlac, Republic of the Philippines.
_________________ __________________
Isaac Olegario Renmark Cunanan

_________________ ________________
Daneen Gastar Melanie Gutierrez

_________________ _________________
Zaire Tolentino Melvyn David