REPUBLIC OF THE PHILIPPINES SECURITIES AND EXCHANGE COMMISSION SEC Building, EDSA, Greenhills ity of Mandaluyong, Metro Manila COMPANY REG. NO. CN201104082 COMPANY TIN 008-003-543 CERTIFICATE OF INCORPORATION KNOW ALL PERSONS BY THESE PRESENTS: ‘This is to certify that the Articles of Incorporation and By-Laws of AFFILIATED NETWORK FOR SOCIAL ACCOUNTABILITY - EAP FOUNDATION, INC. were duly approved by the Commission on this date upon the issuance of this Certificate of Incorporation in. accordance with the Corporation Code of the Philippines (Batas Pambansa Bly.68), and copies of said Articles and By-Laws are hereto attached. ‘This Certificate grants juridical personality to the corporation but does not authorize it to undertake business activities requiring a Secondary License from this Commission such as, but not limited to acting as: broker or dealerin securities, goverment securities eligible dealer (GSED), investment adviser of an investment company, close-end or open-end investment company, investment house, transfer agent, commodit nancial futures exchange/broker/merchant, financing company, pre-need plan issuer, general agent in pre-need plans and_ time shares/club shares/membership certificates issuers or selling agents thereof. Neither does ‘cate constitute as permit to undertake activities for which other government agencies require a license or permit. As a registered corporation, it shall submit annually to this Commission the reports indicated at the back of this certificate. IN WITNESS WHEREOF, I have hereunto set my hand and caused the seal of th ission to be affixed at Mandaluyong City, Metro Manila, Philippines, thi -day of March, Twenty Eleven. Ew ENITO A. CATARAN Compsity Registration and Monitoring Department‘SEC Reportorlal and Monitoring Re Document ‘Genial Intormation Sheet (GIS) The GIS shouldbe ceried and swom to by the corporate secretary The GIS of the domestic corporations, except banks ‘and insurance companies, with annual gross sales or ‘1055 revenues of atleast Php5,000,000,00 shall also be submited in electronic format (2. on diskettes or compact csc) Financial Statements (FS) stamped "received'by the Bureau of internal Revenue ‘The FS of the feiawing domestic corparations shal bo aucited by an independent certied publ accountant (GPA) accredited withthe Board of Accountancy (BOA) 1} stock corporations with palup capital of Php50,000.00 or more: and bb} norstock corporations win annual gros receipts ‘of Php100.000.00 or more, ot total assets. of PhpS00,000.00 or more ‘The FS of the folowing domestic corporations shall at ‘he minimum, be certified underoath by the treasurer of the corporation 1} stock corporations wih paiduup capital of fess han PhpS0,000.00; and 'b} non-sock corporations wit annua! gross receipts of fess than Prp!00,000.00, or total asses of less than Php600,000.00, 9" Domestic Fling Period rporations Within 30 calendar days from the date of the actual annual stockholders’ of members’ meeting; + if unable to hold stockholders’ or members’ meeting {or the calendar year not later than January 30 of the next calendar year + all changes arising between annual meetings and those affecting the information stated in the GIS shall be Teflected in an amended GIS labeled as such and the changes clearly highlighted: the amended GIS shall be submitted within 30 calendar days after the occurrence or effectivity of such change. Within 120 calendar days after the end ofthe fiscal year as specified in the bylaws ‘NOTE: For the year 2041, the FS of companies whose fiscal year ends on December 31, 2010, the filing in the SEC Main Ottice shall be based on the last numerical digit of the SEC registration or lense number ofthe corporation as follows: April 14,15, 18, 19, 20, April 25, 28,27, 28, 23 vie ot May 3,4,5.6 a May 9, 10,11, 12,13 78 May 16,17, 10,19,20 0" Prior to April 14,2011, al corporations may ile their FS regardless of the ast numerical digit of thelr registration or license number. The FS ofthe domestic corporations, except banks and insurance companies, with annual gross sales or 8 revenues ofa least Php§,000,000.00 shal aiso be submited in electronic format (ie. on diskettes or compact os. ‘Within 30 days from the last day of submission of the FS Afidavit of Non-Operation (in addon fo the GIS and the Financial Statements stamped “tecelved'ty the Bureau of intemal Revenue} in.case of non-operation Within 120 calendar days ater the end of the tiseal year a6 specified inthe by-laws ‘Stock and Transter Book {for stock corporation} or Membership Book {for nonstock corporation) ‘Within 30 days from the date of the Issuance of the certificate of IncorporationCOVER SHEET Fi i 3 5 g alrlelt | aalrielol [fete wlorelxl F (Company’s Full Name) fal TaN do [vlel Mable viel y 1 kKEEERE RE Isl AWE T [dulels le [al aly! (Business Adress: No, Steet Olly / Town Province ) LINA DE GUZMAN FERRER 638-7618. ‘oniact Person Company Telphone Number ois} jelp lols] fob Month — Dey FORTYPE Won Bay Fiscal Year Annual Meeting Secondary isanse Type, FApplicabio u Dept Recviting this Doc. “Arvendied Aces Number/Section “Total Amount of Borrowings Tekal No, of Stockholders Domestic To be accomplished by SEC Personnel concerned Fle Number Tou Document 1D, Cashier STAMPS Remarks = pis. use black ink for scanning purposesEmbassy of the Philippines.) Sonsular Section ) karta, Indonesia ) THE FOREIGN SERVICE OF THE PHILIPPINES CERTIFICATE OF AUTHENTICATION |, GERMINIA AGUILAR-USUDAN, Consul of the Republic of the hilippines in and for the Consular District of Jakarta, Indonesia, duly commissioned and qualified, do hereby certify that RAHMAD! UTOMO. was Head of Sub-Directorate For Flight, Shipping Permit, including Legalization Department of Foreign Affairs Jakarta, Indonesia at the time he signed and affixed his official seal to the attached certificate/document ARTICLES OF INCORPORATION of AFFILIATED NETWORK FOR SOCIAL ACCOUNTABILITY EAP FOUNDATION, INC. and that full faith and credit ought to be given to his official act For the contents of the attached document, this Embassy assumes no ponsibilty In witness whereof, | have hereunto set my hand and caused the seal of Embassy at Jakarta, Indonesia this 17" day of January 2014 Cae Ze @ERMINIA AGUILAR-USUDAN Consul Doc. No 028 PageNo. 01 BookNo OF Seriesof 2011, Sev. No. O74) OR No 4755725 Fee Ro. 300,000ARTICL S OF INCORPORATION OF AFFILIATED NETWORK FOR SOCIAL ACCOUNTABILITY FOUNDATION, INC. KNOW ALL MEN BY THES = PRESENTS: The undersi gned incorporators, all of legal age and majority of whom are residents of the Philippines, have this day voluntarily agreed to form a non-stock non- profit Foundation under the laws of the Republic of the Philippines. THAT WE HEREBY CERTIFY: “e FIRST That the name of said Foundation shall be: AFFILIATED NETWORK FOR SOCIAL ACCOUNTABILITY ~ EAP FOUNDATION, INC. SECOND: A. That the purposes for which such Foundation is incorporated are’ PRIMARY PURPOSE, To promote the monitoring by citizens of government performance and’ the protection of the rights and welfare of communities by ~ (a) Promoting programs that monitor the quality of pulite service Ny J delivery and transparency of government transacti (b) Promoting the mainstreaming of the social aceountability (SAc) approach among partners in the East Asia-Pacific region by’ providing funding and other resource support; (c) Providing networking, capacity building and knowledge generation services to partners and other institutions. wrSECONDARY PURPOSES To acquire properties, real or personal, t0 raise money gnd/ 10> revive contributio 's and donations of all kinds from donors here and abrozid; to-invest its |. | funds, monies and properties in such undertakings and to pursue such actives as be Foundation may deem appropriate from time to time to cary out any oral ai ihe foregoing purposes; and to enter into, make, perform and carry out or cancel aggiffescind contracts of every kind and for any lawful purpose with any person, firm, qsciation, corporation or syndicate, domestic, or otherwise i THIRD: ‘That the place where the principal office of the Foundation is to be established of located is at Mere dl Mania tiniversy. kabipunan Ave~y Loyola Hee, @uewn aay, Phitipbinee Twn: 70924000 FOURTH: That the term for which the Foundation is to exist is fifly ($0) years from and after the date of issuance of the certificate of incorporation, FIFTH. That the names, nationalities and residences of the ineorporators of the Foundation are as follows: Name Nationality Juan Miguel M. Luz Filipino 326 St, Joseph s North Concha Cruz Circle B.F. Homes, Philippines Teten Masduki Indonesian Jalan Kalimantan HI no 8, RT OORW 006, Gedong Pasar Rebo, Jakarta, Indonesia Angelita Gregorio-Medel Filipino No. 7 Capiz St, San Franeisco del Monte Quezon City, Philippines Theary Seng Cambodian 140 Norodom Blyd., Phnom Penh, Cambodia Antonio G.M. La Vina Filipino 9 Myrtle Place, Ferndale Homes, Sampaguita Avenue Pasong Tamo, Quezon City, PhilippthesSIXTH: ‘That the number of trustees of the Foundation shall Ke five (5) and? that the names, nationalities and residences of the first trustees of the Foundation are as > \ follows: é “< } Na Nationality Address i Juan Miguel M. Luz Filipino 326 St. Joseph St., North Concha Cruz Circle B.F. Homes Las Pinas City, Philippines ‘Teten Masduki Indonesian Jalan Kalimantan I no 8, RT OORW 006, Gedong Pasar Rebo, Jakarta, Indonesia Angelita Gregorio-Medel Filipino No. 7 Capiz St. San Francisco del Monte Quezon City, Philippines Theary Seng, Cambodian 140 Norodom Blvd., Phnom Penh, Cambodia Antonio G.M. La Vila Filipino 9 Myrtle Place, Ferndale Homes, Sampaguita Avenue Pasong Tamo, Quezon City. Philippines SEVENTH: That the members of the Foundation, including the incorporators and | trustees, with their respective capital contributions are as follows: Names Contribution Ateneo de Manila University Php 1,000,000 j- Juan Miguel M. Luz Php 1,000 Teten Masduki Php 1,000 Angelita Gregorio-Medel Php 1,000 ‘Theary Seng, Php 1,000 Antonio G.M. La Vina Php 1,000 TOTAL Php 1,005,000i. EIGHTH: That no part of the income which the Foundatiga nigy obtain &) an incident to its operations shall be distributed as dividends to its member. Trustee} of officers subject to the provisions of the Corporation Code on. diss luton ay, vi obtained by the Foundation as a result of its operations, whenever necesSary-oF proper shall be used for the furtherance of the purposes enumerated in Article Il, subject to the provision of Title XI of the Corporation Code of the Philippines. NINTH: That Juan Miguel M. Luz has been appointed by the members as ‘Treasurer-in-trust of the Foundation to act as such until his/her successor is duly elected and qualified in accordance with the by-laws; and that as such Treasurer, he/she has been authorized to receive for and in the name and for the benefit of the Foundation all contributions or donations paid or given by the members. TENTH: That the Foundation manifests its willingness to change its corporate name in the event another person, firm or entity has acquired a prior right t0 use the said firm name or one deceptively or confusingly similar to it , ELEVENTH: That the Foundation shall comply with requirements for non-stock corporations in the course of its operations. IN WITNESS WHEREOF, we have hereunto signed this Articles of ERAL He tg Nese JUAN MIGUEL M. LUZ TETEN MASDUKI Incorporation, this 20" day of July in Quezon City, Philippines. ae ANGELITA GREGORIO-MEDEL THEARY SENG ANTONIO G, M. LA VINAKecamatan P: -oldi And wi MASDUEI, — arta, Hi. Kalim Rebe, Jakarta identity Card Private atan 1/2, RTO97008, Kel Perso: SINGGIH, SH~ WITNESSES: ACKNOWLEDGMENT REPUBLIC OF THE PHILIPPINES) Makati City )SS. 1 certify that on this date before me, a Notary Public duly suporized in a to take acknowledgments, personally appeared: Community Tax Cert/ Date/Place Issued Name Passport No. Juan Miguel M. Luz 22157403 Manila Teten Masduki 8940423, Jakarta Timur Angelita G. Medel (UU0672845 Manila ‘Theary Seng NO30S888 Phnom Penh Antonio G.M.La Vina EAQ024062 Manila i who were idemtified by me through competent evidence of identity to be the same persons who executed the foregoing instrument, who acknowledged before me that their respective signatures on the instrument were voluntarily affixed by them for the purposes stated therein, and who declared to me that they have executed the instrument as their free and voluntary act and deed and that they have the authority to sign on behalf of their respective principals. WITNESS MY HAND AND SEAL on the day first above-written. Doe. No, 3 Page No. Book No. Series of 2010.wows Ga 71 LEGALIAAST (AND TANGAN Sov peeriw! HEDby siceeiH, 4 PHOTATLS OTA VARAIETA SDLATADE Bi IAARTA i | \ | sensei, 10 JAN 2011 WEKTUR PERN ATE a HUKUAK PERDATA UNI Keo Ses 96 fy 9121-19420 1008 181 DOKUMEN 1H DILUAR TANGGUNG 10.405 KEMENTEIAN HUKUM DAM AX ABAB! WAM | Ws OG4S mw jfeebn vine Sengh nh anc: . Qiparne .! Kemen anny nee Sek Menusi i Keimentian Lua NegeiR ‘An Diskue Konsuler ait Peiinan Penerban Pernapatan Sore Lopeiead kemlu tidak bertanggung jawab atas isi dokymen ini [tara ond bolAN-201TACKNOWLEDGMENT EMBASSY OF THE PHILIPPINES) PHNOM PENH, CAMBODIA Ss. Before me personally appeared Name Passport Date and Place of Number Issuance SENG (CHAN)THEARY No305888 18 May 2004/Mi Penh Phnom to me known and known to me to be the same person who executed the foregoing instrument and being informed by me of the contents of said instrument, acknowledged before me that he executed the same of his own free will and deed. The said party, together with two instrumental witnesses, signed at the foot of the instrument, this instrument together with this Acknowledgment being composed of six (6) pages. As to the contents of the attached documents, the Embassy assumes no responsibility IN WITNESS WHEREOF, | have hereunto set my hand on these presents land affixed hereon the seal of the Embassy of the Philippines at Phnom Penh. ambodia this 26" day of August 2010. 1 STATA, 70s EEE vA Y ConsulARTICLES OF INCORPORATION OF AFFILIATED NETWORK FOR SOCIAL ACCOUNTABILITY ~ EAP FOUNDATION, INC. 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 non-stock non- profit Foundation under the laws of the Republic of the Philippines. THAT WE HEREBY CERTIFY, FIRST: That the name of said Foundation shall be: “AFFILIATED NETWORK FOR SOCIAL ACCOUNTABILITY ~ FAP FOUNDATION, INC SECOND: A. That the purposes for which such Foundation is incorporated are: PRIMARY PURPOSE To promote the monitoring by citizens of government performance and the protection of the rights and welfare of communities by ~ (a) Promoting programs that monitor the quality of public service delivery and transparency of goverament transactions; (b) Promoting the mainstreaming of the social accountability (SAg) approach among partners in the East Asia-Pacific region by providing funding and other resource support: (©) Providing networking, capacity building and knowledge generation services to partners and other institutions,SECONDARY PURPOSES To acquire properties, real or personal, to raise money and 10 receive contributions, gifts and donations of all kinds from donors here and abroad; to invest its funds, monies and properties in such undertakings and to pursue such activities as the Foundation may deem appropriate from time to time to carry out any or all of the seind foregoing purposes; and to enter into, make, perform and carry out or cancel and r contracts of every kind and for any lawful purpose with any person, firm, association, corporation or syndicate, domestic, or otherwise. THIRD: ‘That the place where the principal office of the Foundation is w be estublished or located is at “AE 20 fe Meusly Linkrsily Ledipunan Ave. Loyols Hts Guezon Ghy, Phikippines OH: 103 22. A000 FOURTH: — That the term for which the Foundation 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 of the Foundation are as follows’ Nationality Address Filipino 326 St Joseph St. North Coneha Cruz Circle B.F. Homes, Philippines Teten Masduki Indonesian lan Kalimantan 1] no 8, RT OORW 006, Gedor Pasar Rebo, Jakarta, Indonesia Angelita Gregorio-Medel Filipino No. 7 Capiz San Francisco del Monte Quezon City, Philippines Theary Seng Cambodian 140 Norodom Blvd. Phnom Penh, Cambodia Antonio GM. La Vina Filipina 9 Myrile Place, Ferndale Homes, Sampaguita Avenue Pasong Tamo, Quezon City, PhilippinesEIGHTH: — That no part of the income which the Foundation may obtain as incident to its operations shall be distributed as dividends to its members. trustees or officers subject to the provisions of the Corporation Code on dissolution, Any profit obtained by the Foundation as a result of its operations, whenever necessury or proper shall be used for the furtherance of the purposes enumerated in Anticte II, subject to the provision of Title X1 of the Corporation Code of the Philippines NINTH That Juan Miguel M. Luz has been appointed by the members as T and qualified in accordance with the by-laws; and that us such Treasurer, he/she has been urer-in-trust of the Foundation to act as such until his/her suevessor is duly elected authorized to receive for and in the name and for the benefit of the Foundation all contributions or donations paid or given by the members TENTH: ‘That the Foundation manifests its willingness to change its orate name in the event another person, firm or entity has acquired a prior right to use the said firm name or one deceptively or confusingly similar to it : 3 E EVENTH: That the Foundation shall comply with requirements for ngn-stock corporations in the course of its operations IN WITNESS WHEREOF, we have hereunto signed this Articles of Incorporation, this 20" day of July in Quezon City, Philippines | JU, ak ann M. LUZ EI qt MEDEL. EN MASDU THEAR SO NIOG.M. LA VINA WITNESSES FOR MS. THEARY SENG DALY: 4 lor ~~ sake 9 NIRYAN P- TORNEROS Eeun 4. RobberACKNOWLEDGMENT. REPUBLIC OF THE PHILIPPINES) Makati City )SS. 1 certify that on this date before me. a Notury Public duly authorized in to take acknowledgments. personaliy appeared Community Tas Cert! Date/Place Issued Name Passport No. Juan Miguel M. Luz 22157403 Manila Teten Masduki 940423 Jakarta Timur Angelita G. Medel UL0672845 Manila Theary Seng N0305888 Phnom Penh Amtonio GM.La Vina EA0024062 Manila who were idemtfied by me through competent evidence of identity to be the same persons who executed the foregoing instrument, who acknowledged before me that their respective signatures on the instrument were voluntarily affixed by them for the purposes stated therein, and who declared to me that they have executed the instrument as their free and volumary act and deed and that they have the authority 10 sign on behalf of their respective principals WITNESS MY HAND AND SEAL on the day first above-writien. Doe. No ' Page No. Book No, ; Series of 2010.22. PORN PORN a Res MUM NES wae NoweTREASURER’S AFFIDAVIT JUAN MIGUEL M. LUZ, after first being sworn, deposes and says: That he was elected ‘Treasurer by the contributors/ members of the AFFILIATED NETWORK FOR SOCIAL ACCOUNTABILITY - EAP FOUNDATION, INC., to act as such until his successor has been duly elected and qualified in accordance with the by- laws of the Foundation, and that as such treasurer he has been authorized to receive for the Foundation all capital contributions paid in by the members; Vhat the amount of PHILIPPINE PESOS: ONE MILLION AND FIVE THOUSAND (Php1,005,000.00) in cash, has been actually paid co him by the members of the Foundation, including the incorporators and trustees, as their respective capital contributions, for the benefit and to the credit of the Foundation, and that said payments and contributions represents fresh funds of the Foundation. Republic of the Philippines) SS. SUBEEM CITY ” SUBSCRI AND SWORN to before me this ath day of September 2010, affiant exhibiting to me his Passport/ Driver's License No. 77. 157403 issued at Manila on. Doe. No._H2. ; Page No. @ é Book No. 3; Series of 2010. S738 wsO8ACKNOWLEDGMENT EMBASSY OF THE PHILIPPINES) PHNOM PENH, CAMBODIA _) SS. Before me personally appeared Name Passport Date and Number Place of Issuance SENG (CHAN)THEARY NO305888 18 May 2004/Min. Phnom Penh to me known and known to me to be the same person who executed the foregoing instrument and being informed by me of the contents of said instrument, acknowledged before me that he executed the same of his own free will and deed. The said party, together with two instrumental witnesses, signed at the foot of instrument, this instrument together with this Acknowledgment being composed six (6) pages. As to the contents of the attached documents, the Embassy assumes no ponsibility IN WITNESS WHEREOF, | have hereunto set my hand on these presents H affixed hereon the seal of the Embassy of the Philippines at Phnom Penh bodia this 26" day of August 2010. eS JOSE A. CABRI i} v ConsulBY-LAWS, OF AFFLLIATED NETWORK FOR SOCIAL ACCOUNTABILITY — EAP FOUNDATION, INC. ARTICLE 1 MEETINGS Section 1. Annual Meetings - The annual meetings of the members shall be held at the principal office of the Foundation on the first Friday of May of each year. The President shall render his annual report to the members regarding the activities of the Foundation, The election of the trustees shall also be held during this regular meeting. Section 2. Special Meetings - Special meetings of the members shall be called as the need thereof arises by the Board of Trustees or the President or upon petition of 1/3 ~ of the general membership, Section 3. Notices - Notices of the time and place of annual and special meetings of the members shall be given either personally or by special delivery mail, at least two (2) weeks before the date set for such meeting. The notice of every special meeting shall state briefly the purpose or purposes of the meeting Section 4. Quorum - A quorum for any meeting of the members shall consist of majority of the members and a majority of such quorum may decide any question at the meeting, except those matters where the Corporation Code requires the affirmative vote of a greater proportion, Section 5, Order of Business - The order of business at the annual meeting of the embers shall be as follows: a, Proof of service of the required notice of meeting, b. Proof of the presence of a quorum, c. Reading and approval of the minutes of t previous annual meeting 4. Unfinished business, ¢. Report of the President. f. Election of the Trustees for the ensuing year g. Other mattersSection 6, Voting Proxy - Each member shall be entitled to one vote and he may vote either in person or by proxy which shall be in writing and filed with the Secretary of the Foundation before the scheduled meeting, ARTICLE I] TRUSTEES Section 1. Board of Trustees - The corporate powers of the Foundation shall be exercised, its business conducted and its properties controlled by the Board of Trustees. Section 2. Qualifications - The trustees to be elected must be of legal age and members of the Foundation. Section 3. Disqualification of Trustees and Officers - No member, convicted by final judgment of an offense punishable by imprisonment for a period exceeding six (6) years, o7 a violation of the Corporation Code of the Philippines committed within five (5) _ Years prior to the date of his election or appointment, shall qualify as a trustee or officer. Section 4. Term of Office of Trustees - The trustees shall hold office for one year and until their successors are duly elected and qualified. ARTICLE I OFFICERS Section 1. Officers - The officers of the Foundation shal! be a President, a Vice- President, a Secretary and a Treasurer. They shall be elected by the Board of Trustees. The Board may combine compatible offices in a single person. Section 2. Term of Office of Officers - All officers of the Foundation shall hold office for one year and until their successors are duly elected and qualified. ARTICLE IV FUNCTIONS & POWERS OF OFFICERS Section 1. President - The President shall be the Chief Executive Officer of the Foundation, He shall preside in all meetings of the members of the Foundation and the Board of Trustees. He shall execute al! resolutions of the Board of Trustees. He shall be charged with directing and overseeing the activities of the Foundation. He shall submit to the Board as soon as possible after the close of each fiscal year, and to the members of each annualSection 2. sing, a complete report of the activities and operations of the Foundation for the fiscal Zear under his term, Vice-President - The Vice-President, if qualified, shall exercise all powers and perform all duties of the President during the absence or incapacity of the Jatier and shall perform duties that may be assigned by the Board of Trustees. Section 3. laws and keep the minutes of all the meetings of the members and of the Board of Secretary - The Secretary shall give all notices required by these by- Trustees in a book kept for the purpose. He shail keep the seal of the Foundation and affix such seal to any’ paper or instrument requiring he same. He shal! have custody of the members’ register and the correspondence files of the Foundation. He shall also perform all such other duties and work as the Boerd of Trustees may from time to time assign him, Section 4, Treasurer - The Treasurer shall have charge of the funds, receipts and disbursements of the Foundation. He shall keep all moneys and other valuables of the Foundation in such banks as the Board of Trustees may designate. He shall keep and have charge of the books of accounts. He shall also perform such other duties and functions as may be assigned to him from time to time by the Board of Trustees. He shal! post a bond * in such amount as may be fixed by the Board of Trustees. Section 1. mine the qualifications of an applicant for membership. Section 2. Section 3. ARTICLE V MEMBERS Qualifications for Membership - The Board of Trustees shall Rights of Members - A member shall have the following rights To exercise the right to vote on all matters relating to the affairs of the Foundations; To be eligible to any elective or appointive office of the Foundation; To participate in all deliberations/meetings of the Foundation; To avail of all the facilities of the Foundation, To examine all the records or books of the Foundation during business hours Duties and Responsibilities of the Members - A member shall the following duties and responsibilities:To obey and comply with the by-laws and regulations that may be promulgated by the Foundation from time to time: To attend al! meetings of the Foundation; c. To pay membership dues and other assessments of the Foundation, ARTICLE VI SUSPENSION, EXPULSION AND TERMINATION OF MEMBERSHIP Suspension, expulsion and termination of membership shall be in accordance with the rules and regulations of the Foundation. Any member of the Foundation may file charges against a member by filing a written complaint with the Secretary of the Foundat |. The Board of Trustees shall call 1 special meeting to consider the charges. The affirmative vote of majority of al! the ~ trustees shall be necessary to suspend a member; provided that, where the penalty is expulsion, the affirmative vote of majority of all the members of the Foundation shall be necessary. ARTICLE VIL FUND Section 1. Funds - The funds of the Foundation shall be derived from admission fees, annual dues and special assessments of members, gifts, contributions or donations. Section 2. Disbursements - Withdrawal from the funds of the Foundation, whether by check or any other instrument shall be signed by the Treasurer and countersigned by the President. If necessary, the Board of Trustees may designate other signatories Section 3. _ Fiscal Year - The fiscal year of the Foundation shail be from January 1" to December 31" of each year. ARTICLE VILL CORPORATE SEAL The corporate seai of the Foundation shall be in such form and design as may be determined by the Board, ARTICLE IXf/ AMENDMENTS OF THE BY-LAWS mended or repealed by a far or special y These by-laws. or any provision thereof. may Trustees at an Z majority of the members and by a majority vote of t duly held for the purpose in Quezon City, Philippines by the affirmative vote of nting a majority of the members of the Foundation in a the undersigned special meeting duly held for the purpose. TETEN MASDUKI ANGELIT EGORIO-MEDEL Pram ANTONIO G. M. LA VINA WITNESSES FOR mG, THEARY SENG ONLY: A [by tran esebied AiR nA P TWRNEROS ERIN, 4 RoBLetaEmbassy of the Philippines) Consular Section ) Jakarta, Indonesia ) THE FOREIGN SERVICE OF THE PHILIPPINES CERTIFICATE OF AUTHENTICATION |, GERMINIA AGUILAR-USUDAN, Consul of the Republic of the ilippines in and for the Consular District of Jakarta, Indonesia, duly ommissioned and qualified, do hereby certify that RAHMADI UTOMO Head of Sub-Directorate For Flight, Shipping Permit, including Legalization Department of Foreign Affairs Jakarta, Indonesia at the time he signed and affixed his official seal to the attached certifcate/document BY LAWS. of AFFILIATED NETWORK FOR SOCIAL ACCOUNTABILITY EAP FOUNDATION, INC. and that full faith and credit ought to be given to his official act. For the contents of the attached document, this Embassy assumes no pnsibility In witness whereof, | have hereunto set my hand and caused the seal of mbassy at Jakarta, Indonesia this 17™ day of January 2011 tll py) Crete = hat {INIA AGUILAR-USUDAN Consul Doc No 038 PageNo. ot BookNe, Ot Series of 2017 Seve, 085 OR No 4755745 Fee Rp. 200,000,BY-LAWS OF FOUNDATION, INC. . ARTICLE 1 ‘ MEETINGS Section 1. Annual Meetings - The annual meetings of the members shall be held at the principal office of the Foundation on the first Friday of May of each year. The President shall render his annual report to the members regarding the activities @f the Foundation. The election of the trustees shall also be held during this regular meeting. Section 2. Special Meetings - Special meetings of the members shall be called as the need thereof arises by the Board of Trustees or the President or upon petition of 1/3 of the general membership. Section 3. Notices - Notices of the time and place of annual and special meetings of the members shall be given either personally or by special delivery mail, at least two (2) weeks before the date set for such meeting. The notice of every special meeting shall state briefly the purpose or purposes of the meeting. Section 4. Quorum - A quorum for any meeting of the members shall consist of a majority of the members and a majority of such quorum may decide any question at the meeting, except those matters where the Corporation Code requires the affirmative vote of a greater proportion, Section 5. Order of Business ~ The order of business at the annual meeting of the members shall be as follows: a, Proof of service of the required notice of meeting. b. Proof of the presence of a quorum. ¢. Reading and approval of the minutes of the previous annual meeting. 4d. Unfinished business e. Report of the President. f, Blection of the Trustees for the ensuing year g. Other matters.Section 6. Voting Proxy - vote either in person or by proxy which shall be in writing and filed with the Secretary the Foundation hefore the scheduled meeting ARTICLE = TRUSTEES fd Section 1. Board of Trustees - The corporate powers of the Foundation shall be exercised, its business conducted and its properties controlled by the Board of Trustees. Section 2. Qualifications - The trustees to be elected must be of members of the Foundation. al age, and, Section 3. Disqualification of Trustees and Officers - No member, convicted by final judgment of an offense punishable by imprisonment for a period exceeding six (6) years, or a violation of the Corporation Code of the Philippines committed within five (5) years prior to the date of his election or appointment, shall qualify as a trustee or officer. Section 4. Term of Office of Trustees - The trustees shall hold office for one year and until their successors are duly elected and qualified : ARTICLE III OFFICERS ; Section 1. Officers - The officers of the Foundation shall be a President, d Vice- President, a Seerctary and a Treasurer. They shall be elected by the Board of Trustees The Board may combine compatible offices in a single person. : » Section 2, Term of Office of Officers - All officers of the Fousdiyion shall hold office for one year and until their successors are duly elected and qualifies ARTICLE IV FUNCTIONS & POWERS OF OFFICERS, Section 1, President - The President shall be the Chief Executive Officer of the Foundation. He shall preside in all meetings of the members of the Foundation and the Board of Trustees. He shall execute all resolutions of the Board of Trustees. He shall be charged with directing and overseeing the activities of the Foundation, He shall submit to the Board as soon as possible after the close of each fiscal year, and to the members of each annualmeeting, a complete report of the activities and operations of the Foundation for year under his term. Section 2, Vice-President - The Vice-President, if qualified, shall exereise-all” powers and perform all duties of the President during the absence or incapacity of the latter and shall perform duties that may be assigned by the Board of Trustees. Section 3. Secretary - The Secretary shall give all notices required by these by- Jaws and keep the minutes of all the meetings of the members and of the Board of Trustees in a book kept for the purpose. He shall keep the seal of the Foundation and affix such seal to any paper or instrument requiring he same, He shall have custody of the members’ register and the correspondence files of the Foundation. He shall also perform all such other duties and work as the Board of Trustees may from time to time assign him, Section 4. Treasurer- ‘The Treasurer shall have charge of the funds, receipts and disbursements of the Foundation. He shall keep all moneys and other valuables of the Foundation in such banks as the Board of Trustees may designate. He shall keep and have charge of the books of accounts. He shall also perform such other duties and functions as may be assigned to him from time to time by the Board of Trustees, He shall post a bond in such amount as may be fixed by the Board of Trustees. ARTICLE V MEMBERS Section 1. Qualifications for Membership - The Board of Trustees shall determine the qualifications of an applicant for membership Section 2, Rights of Members - A member shall have the following rights: a. To exercise the right to vote on all matters relating to the affairs of the Foundations; b. To be eligible to any elective or appointive office of the Foundation; c. To participate in all deliberations/meetings of the Foundation; d. To avail of all the facilities of the Foundation; ‘To examine all the records or books of the Foundation during business hours.Section 3. Duties and Responsibilities of the Members - A member, shallthes following duties and responsibilities: AK: my To obey and comply with the by-laws and regulations that cer may be promulgated by the Foundation from time to time; b. To attend all meetings of the Foundation; c. To pay membership dues and other assessments of the Foundation, ARTICLE VI SUSPENSION, EXPULSION AND TERMINATION OF MEMBERSHIP Suspension, expulsion and termination of membership shall be in accordance with the rules and regulations of the Foundation. Any member of the Foundation may file charges against a member by filing a written complaint with the Secretary of the Foundation, The Board of Trustees shall call a special meeting to consider the charges. ‘The affirmative vote of majority of all the trustees shall be necessary fo suspend a member; provided that, where the penalty is expulsion, the affirmative vote of majority of all the members of the Foundation shall be necessary ARTICLE VIL FUND. Section 1, Funds - The funds of the Foundation shall be derived from admis fees, annual dues and special assessments of members, gifis, contributions or donations. ion Section 2. Disbursements - Withdrawal from the funds of the Foundation, whether by check or any other instrument shall be signed by the Treasurer and countersigned by the President, If necessary, the Board of Trustees may designate other signatories. Section 3. _ Fiscal Year - The fiscal year of the Foundation shall be from January 1 to December 31° of each year. ARTICLE VII CORPORATE SEAL The corporate seal of the Foundation shall be in such form and design as may be determined by the BoardARTICLE IX, AMENDMENTS OF THE BY-LAWS These by-laws, or any provision thereof, may be amended or repealed by a majority of the members and by a majority vote of the Trustees at any regular or special meeting duly held for the purpose. Adopted this July 20, 2010 in Quezon City, Philippines by the affirmative vote of the undersigned members representing a majority of the members of the Foundation in a special meeting duly held for the purpose. JUAN MIGUEL M. LUZ, ‘TETEN MASDUKI ANGELITA GREGORIO-MEDEL THEARY SENG } ANTONIO G. M. LA VINA Number ‘Leg 4260/2011 (In ten Jakarta, Jl. Kalimantan 11/8, Kecamatan Pasar Rebo, i -Holding Identity Card No: 09.5400. 060563. 0825 And who isknown t» Me, Notarywimae (G07 1024 LEGAUIGAS! TANDR TANGAN siti PeRriwi HEOCY siicelH, oF NOARLS WTA JAKARTA SCLATAD DI -LANARTA aananva, 10 JAN 2011 An ome Tut EBOATA EPALA Suu plMeeTORAT wc PeRDATA HM focw ssahan tanda tangan : Kementerian Luar Negeri RI ‘An, Direktur Konsuler ! alt Periiqan Penerbangan 8 xapaian Serta Legalsasl Kemtu Tak bertanggung jawab atas isi dokumen ini. Jakarta, on f-dhAN-2OU--REPUBLIC OF THE PHILAPPINES) curyoraufapn ss PASE? STATEMENT OF WILLINGNESS TO BE AUDITED Jnegorio-Medel of leval age, Filipinn and resident of #7 Capiz St. San Fianeiseo Del Monte, Quezon City attr having been sworn ( in accordance with law. hereby depose and state: That 1am one of the incorporators of ‘The Affiliated Network for Social Accountability -EAP, Ine. which is in the process of registration with the Securities and Exchange Commission ‘Phat pursuant to SEC Guidelines on Foundation dated June 22, 2006, 1, in behalf of the Foundation, hereby state our willingness to allow the Commission to conduct audit of our financial books from time to time and authorize the Commission to inspect and examine our corporate and accounting books, records, names of beneficiaries, agrevinents entered into, cosrespondlences ard all other pertinent documents, ‘That this affidavit is executed to attest to the truth of the foregoing and for whatever legal purpeses and invents it may serve, IN WITNESS WHEREOP, hve ewan pedi i A AOE OUD BASIC SITY 2011. affiant Philippines. NOTARY PUBLIC nee ore Doe. No. 246 wwe no Page No. prmugsts is Book No. | ATTERK CLE NO Series of 2011 ~stent Contirmation Page | of | | Finish] Republic of the Philippines SECURITIES AND EXCHANGE COMMISSION Reservation Payment Confirmation cites hat te name AFFILIATED NETWORK FOR SOCIAL ACCOUNTABILITY EAP » FOUNDATION, ING. has buon fevered Vom February 9, 2011 fo May 40,2011 Reference Reservation Number (RRN). RRN2Z0110209172000033 : sf inusry: Foundation Breakdown of Fees: Reservation Fee: Php 120.00 TOTAL: Php 120.00 important Reminders: NOTE: Tho fact that te name is avaiable atthe date verified it's not o be rogardod as an nipprovl ofthe registration of the company or any application for change of name. No expense for ' nnnting of materials using a verified name shoulé be Incurred until registration takes effect. AS this ‘sa computer printout, ary erasure oF alteration on this document nulifies verification, ‘The applicant undertakes to change the reserved name in case another person or firm has jeequifed a jor right to the use of the said firm name or the same is deceptively or confusingly ssinmiar to one already registeras. easo do. not pay for your Name Reservation and Extension WITHIN THE SAME DAY via Funds sansfer You may course your payment at any selected UnionBank branches or at the SEC ‘ier 2004 SEC-iRegister ‘Alrights Reserved 150.150.150.02/adm MeinServlet 2/9/2011BANK OF THE PHILIPPINE ISLANDS: ae October 1, 2010 BANK CERTIFICATION OF DEPOSIT 960-20 10-00007 ‘THE SECURITIES AND EXCHANGE COMMISSION EDSA, Greenhills, Mandaluyong City Metro Manila Greetings! 0 certify that there is a deposit with this bank the sum of ONE MILLION * i s ESOS (Php1,005,000.00) under the account number 9603-0019-04 in the Si name of JUAN MIGUEL M. LUZ, Treasurer-in-Trust for AFFILIATED NETWORK, FOR SOCIAL ACCOUNTABILITY-EAP FOUNDATION INC. which is in process of incorporation. o Ss The said deposit is clear and free from lien, restriction, condition or hold-out 3 and may be withdrawn in behalf of the said company upon presentation of proof of due L#} incorporation thereof. = ie = di,[§ EUNICE JOY D. GUADANA Service Manager Loyola Heights Branch Leva Ketone: APE PUBLIC OF THE PHILIPPINES, SID CLP rere een SS, SUBSCRIBED AND SWORN to before me this 5 th day of O¢fefu 1t exhibited to me his/her Community Certificate No. 01001987 issued a) Manila on Ten # bl 644 dy 2010. afl January 18, 2010. NOTARY PUBLIC DOC.NO 24g 5 PAGE NO. _s> : BOOK NO, A SERIES NO. YO/D_ - Le, 522 48.4. BPI Building, Ayala Avenue comer Paseo de Roxas, Makati City ‘www bpiexpressonline.comREPUBLIC OF THE PHILIPPINES CITY OF QUERMMSIG CITY $s JOINT AFFIDAVIT OF UNDERTAKING TO CHANGE NAME We, Angelta Gregorio-Medel and Antonio GM La Vite both of legal ae. Filipinos, and residents of #7 Capiz St. San Francisco Del Monte, Quezon City and #9 Myrtle Place, Ferndale Homes, Sampaguita Ave Pasong Tamo, Quezon City, ater having been sworn to in accordance with law hereby depose and state: ‘That we are the incorporators of The Afliliated Network for Social Accountability ~EAP, Inc. Which is in the process of registering its corporate name with the Securities and Exchange Commission, Tnat we, in behalf of said comporation, hereby undertake to change its corporate name immediately upon receipt of notice or directive from the 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 ‘This affidavit is executed to attest to the truth ofthe foregoing and for whatever leyal purpose and intent it may serve, HA IN WITNESS WHEREOF. we hereby signed this affidavit this 2011 3 Pye. Gir y awekall O Vie anceut AERO ANTONIO GALA VINA i ‘Att SUBSCRIBED AND SWORN to before me this !Al'aaof 201 2011 in PAS|c- 1 FY by the above-named persons who exhibited me thei Passport a follows NAME PASSPORT NO. DATEIPLACE ISSUED Angelita Gregorio-Medel UL0672845 Manila Antonio GM La Via EA0024062 Manila NOTARY PUBLIC DOC No. 244 Page No. <> , Book No. ! Series of 2011